Two general meetings were held in 2007. On May 24, 2007, over 1,500 shareholders attended the Annual General
AGREEMENTS BETWEEN THE BANK AND MEMBERS OF THE BOARD AND EXECUTIVE BODIES 58
Chairman of the Steering and Supervisory Board of Caisse d’Epargne Champagne-Ardenne 6, rue de la grosseécritoire BP 2747 57062 REIMS
Chairman of the Steering and SUPERVISORY BOARD OF CAISSE D’EPARGNE d’Île-deFrance Nord 57, RUE DU GÉNÉRALDE -GAULLE 95880 ENGHEIN-LES-BAINS
Offi cer of Banques Populaires Régionales due to the age limit, handed their resignation into the Board members. In their stead, a Chairman of a Banque Populaire Régionale,
Director of Société de Gestion pour le Caoutchouc et les Oléagineux (Sogescol)
Permanent representative of Natixis on the Board of Directors de Natixis Global Asset Management
Representative of Banque Fédérale des Banques Populaires on the Board of Directors of Albiréo
Permanent representative of CNCE, Member of the Supervisory Board of Sedi-RSI
Permanent representative of Banque Fédérale des Banques Populaires, Director of Ecrinvest 11
Representative of CEPDL, Member of the Supervisory Board of GIRCE Ingénierie
Chairman of the Steering and Supervisory Board of Caisse d’Epargne Île-de-France Nord
Board presents a report summarizing the main actions or events in the company’s management, including all quantitative and qualitative information required concerning the development of the company’s business activities.
Members of the Supervisory Board representing signifi cant direct or indirect shareholders in the company may be considered independent if these shareholders do not control the company within the meaning of Article L.233-3 of the
Supervisory Board members shall not act against the interests of Natixis or the companies it controls, in particular in the case of a proposed transaction in which a member of the Supervisory Board or a non-voting director has a direct or indirect interest.
Committee with any documents and information that may help it to carry out its duties, as necessary. The following list is not exhaustive: company and consolidated fi nancial, accounting and regulatory documents prepared periodically by the company; summary reports by the company’s statutory auditors; any audit reports concerning the company; accounting policies and methods applied within the company; internal control policies and procedures; projected annual, company and consolidated results to end-
Minutes of all Audit Committee meetings are produced, and later provided to members of the Risk Management Committee and other members of the company’s Supervisory Board.
The Compensation Committee gives an opinion and, at the request of the Supervisory Board, makes proposals and recommendations to the Supervisory Board on the appointment of the Executive Chairman; it gives an opinion on the appointment of other Executive
Chief Executive Offi cers, Deputy Chief Executive Offi cers and members of the Executive Board or the Board of Directors of the company’s main subsidiaries, in accordance with the principles set out in articles 3 and 6.1 of the company statutes.
Investment Bank; the merger agreement was approved by the Board on September 28, 2007 and was submitted to the shareholders at the Annual General Meeting convened on December 20, 2007.
Corporate and Investment Banking, as well as the various functional divisions. It made sure that the monitoring and control tools necessary had been set up, enabling supervision for the Group as a whole.
In the fi eld of control and compliance, the Committee heard a presentation of the report from the Banking Commission on risk monitoring and internal controls. It also received a presentation of the responsibilities and organization of Natixis’
Concerning deferred compensation commitments that could be granted to Jean-Pascal Beaufret and Jean-Marc
Fixed individual compensation (work contract or dir. comp.) paid by BFBP
EU directive 2003/71 (Article 14.1, paragraph 2), the bank reports that none of these Board members or members of
Agreements between the bank and members of the B oard and executive bodies
(2) Including mainly the review of the closing process at Ixis CIB.
François Chevreux – 40, rue Guersant - 75017 Paris; Patrick de Cambourg, Immeuble Exaltis –
Finance and Principal Finance & Securitization under the same roof, along with Proprietary Credit Activities.
In the leasing area, Natixis Lease develops and provides a complete range of lease fi nance products for real estate and non-real estate investments in France, Spain and Italy.
Sales & marketing efforts remained focused on major clients, junior producers of raw materials and specialized traders.
In the primary bond market, the Debt Capital Market team offers a single, global platform for originating debt products for sovereigns, agencies, supranationals, fi nancial institutions, insurers and corporates. The team employs its specialist advisory skills to assist clients in debt fi nancing, debt restructuring and acquisition fi nancing solutions in all major regions of the world (USA, Canada, Europe and Asia). Natixis was involved in almost 300 primary bond mandates in 2007, taking the lead manager role in almost 80% of cases.
In order to provide a comprehensive response to the needs of these clients, we are striving to diversify and to bolster origination capacity in the high-yield segment.
Despite high equity-market volatility in the second half, Natixis equity brokerage put in a good performance in 2007.
(LME, Nymex, ICE, Comex, Liffe, Euronext, DGCX) and in certain “physical” markets.
Corporate Solutions offers a blend of speed and execution capacity. The approach in this segment involves undertaking an in-depth analysis of the client’s corporate fi nance or risk management issues in order to deliver bespoke solutions for managing and optimizing clients’ balance sheets and/or risks, all within the framework of restructuring, acquisition or coinvestment projects. Corporate Solutions then executes these solutions.
Private equity is one of Natixis’ historic business lines, having operated in this market for 20 years through subsidiary Natixis Private
Natixis Private Equity is one of France’s market leaders in private equity for SMBs and a key player in Europe with operations in Germany, Spain, Italy and Poland. It is also establishing a growing reputation in the high potential markets of China,
All in all, Natixis Interépargne managed 2.9 million employee accounts at year-end and held 27.5% of the market (source
among the leading institutional custodians in Germany; The purchase of Olympia Capital by CACEIS Fastnet
Caisses d’Epargne and Natixis Factor for the Natixis network and the brokers. Factoring also continued its rapid international expansion. Following an initial move into Germany in 2000
“ Targeting world market leadership in receivables management by 2015 „ Natixis has set ambitious long-term development goals for
Bank’s leadership in France, strengthening undertakings to clients and optimizing human resources management.
It provides fi ve ratings: an @rating credit opinion which indicates a suggested credit limit on 50 million companies around the world an @rating score is available for all French companies and measures the probability of bankruptcy within the year; an @rating country assessment on 154 regularly monitored countries; an @rating industry assessment which measures the average non-payment risk of companies in a given sector; a business environment rating – launched in
As a mutual banking organization, each group includes: a retail banking network that includes a group of mutual banks (20 Banque Populaire banks and 21 Caisse d’Epargne banks at December 31, 2007) that are owned directly or indirectly by cooperative shareholders (“sociétaires”) (each group has over 3 million cooperative shareholders), as well as by Natixis through CCIs, which represent 20% of their share capital (2) ; central body that coordinates and supervises the activities of its group (BFBP and CNCE), the capital of which is held by the retail banks; a number of entities that provide specialized products either directly or through the retail banking networks, such as mutual funds, consumer fi nance and mortgage lending and insurance products, as well as fi nancial services for corporate and institutional customers, distributed either directly or through the retail banking networks; and a system of fi nancial solidarity.
Online banking has seen strong growth in the number of subscribers, as well as increasingly frequent use of the service.
In 2007, measures to win new customers were focused on three segments: young customers, with a broad range of products and services covering the different age groups; private banking customers, with the creation of a market dedicated to private banking and real estate operations. This market has a role in coordinating and stimulating the high potential for private banking in the Banques Populaires; civil servants, with whom the Group has close relations through CASDEN for employees of the French national education, research and culture systems, and ACEF to provide savings and lending products for civil servants.
Investments, insurance, provident insurance, wealth management, loans, real estate, payment methods: Caisse d’Epargne offers all of the services expected of a modern bank.
Caisse d’Epargne is also continuing to gain momentum in the private banking market, with the complementary areas of expertise of its specialist account managers and estate planning and investment management teams.
As a player to be reckoned with in the regional public sector, Caisse d’Epargne works with all local authorities and institutions, regardless of the size of projects and who is the contracting authority: municipalities, inter-municipality cooperation, départements, regions, public health institutions and semi-public companies.
During the fi nal months of the year, negotiations were undertaken with personnel representative bodies in order to implement a unifi ed collective status for personnel originating from Natixis SA and Ixis CIB (working time, hours, benefi ts, company savings scheme, etc.). And concomitantly, issues relating to union law, the management of senior employees and professional equality were also discussed at Group level.
(1 plant); €1.7 million in landfi ll biogas for 1.17 MW (1 plant).
”Environmental Finance” for two projects funded in China with the Chinese Mining Company known as Yangquan
Asset Management vision; “Credit Analysis”: composed of experienced analysts, this activity brings its industrial sector expertise to bear and
Strong and r ecognized e xpertise in the fi eld of s olidarity-b ased m anagement
Finansol (8), and have received its label of approval, notably for their rigorous investment procedures and the quality of their solidarity-based management. In addition, Carrefour Equilibre
Natixis Asset Management is a leader in this market and contributes actively to the fi nancing of solidarity-based projects through the investors that it represents.
As for business travel, the bank’s travel agency fi rst offers travel by train rather than plane for all trips that take the same time (Marseille, Lille, Strasbourg, London, Amsterdam,
The situation of disabled workers in the corporation was confi rmed as a specifi c issue of social responsibility. In 2007
Consequently, for three consecutive years Natixis has provided support, in the form of information for the general public, to the French-African Fight against Malaria Day organized by the
to Marie de Medici, originally included 15 tapestries woven with gold and silver thread, eight of which were sent to England in the middle of the 17th century. The principal piece in a unique exhibition of tapestries and furniture tracing the history of the manufacturing company from 1607 to the present day, La
Men represent 54% of p arent c ompany employees and women 46%.
Groups, concerning a total of nearly 110,000 persons, with the shares being available after four years.
– indicates the importance Natixis and its subsidiaries place on developing the skills of their employees: 10,948 employees in France, including 7,506 managers and 3,442 technicians received training in 2007. The number of hours training rose by 5.1% compared to 2006.
(Ademe partnership, “gestes verts” campaign). The carbon report completed in 2006 provided an opportunity to remind employees about the importance of global warning, raise awareness of the fi ve key “green behaviors” that help reduce energy and paper consumption, and optimize waste management processes (see chapter on sustainable development).
Groupe Banque Populaire and Groupe Caisse d’Epargne). In particular, BFBP and CNCE have the power to approve the appointment or removal of the director of internal audit of
In addition, if the equal ownership of the shares of Natixis by
Changes in exchange rates could signifi cantly affect the Natixis’ results
Losses relating to the subprime crisis amounted to €330 million for the whole of 2007. These were the result of writedowns on structures collateralized with subprime loans
Lastly, extensive work was begun to standardize the brand across the entire Natixis Asset Management division. I xis
June 2007 amounted to €30 billion, but the fi nancial crisis slowed down business in Europe in the second half, whilst infl ows remained robust in the US throughout the year; an overall market effect of €14.1 billion (compared to €37.4 billion in 2006); ■
Year-end outstandings climbed 17.8% or $44 billion to reach $291 billion.
Net banking income for the Guarantees and Sureties business amounted to €115.6 million, an increase of 37%
Private Equity and Private Banking posted net banking income of €504.1 million, a 12% increase on an already exceptional 2006 fi gure.
Capital gains amounted to €186 million, versus €397 million in 2006. However, the stock of unrealiz ed capital gains rose by €182.5 million, versus a €42 million decline in 2006.
The strategy of rolling out all business lines onto each international platform progressed via the extension of the factoring network in Europe (Denmark) and Asia (Hong Kong and Singapore), the opening of an offi ce in Romania and the signing of a commercial cooperation agreement with the
Net income (Group share) climbed 30% to €42.7 million to total €187.2 million.
As announced and in keeping with commitments made to the CECEI, Natixis undertook further efforts in 2007 geared to reinforcing the effectiveness and enhancing the transparency of the Group’s control system.
a specifi c role of central institution, assigned jointly to Groupe
Groupe Caisse d’Epargne and Groupe Banque Populaire, particularly as regards the targeted rating methodologies defi ned for each asset class and segment.
Legal department; registration and monitoring procedures in administrative and risk management systems.
Lastly, Natixis carries out credit default swaps and conducts synthetic securitization operations in order to reduce all or part of the credit risk exposure relating to certain assets, by transferring the risk to the market.
The Market Risk function comprises two components, an operational unit and a transversal division.
(e.g. 1 day). These measures are compiled and monitored on a daily basis for all the Group’s trading activities.
This migration, combined with greater market volatility in the second half of 2007, contributed to the increase in the VaR
Outside these boundaries, the hedging relationship would no longer be justifi able in the sense of IFRS accountancy standards.
A similar initiative is due to be taken in the non-life insurance area (insurance of operational buildings and their content, IT
On February 27, 2007, the judge accepted all aspects of the request of Harris Associates, L.P. and rejected that of the plaintiffs. The plaintiffs appealed against this decision on
The sensitivity analysis carried out at end-2007 showed that: a 10% decline in the stock market has a -€17 million or 0.4%
Natixis Assurances employs reinsurance to limit its exposure to capital dispersion risks related to payouts on death benefi t policies, policies covering accidents of life and loss of autonomy, and to the frequency of claims for temporary cessation of work, invalidity and loss of autonomy. An epidemic/pandemic reinsurance treaty was also put in place in order to limit exposure to the increase in deaths that might result from such an event.
Pillar 2 obliges fi nancial institutions to set up functions, tools and procedures for controlling and monitoring internal risks. It also strengthens prudential monitoring.
organizational structure and information system to the new prudential rules and to establish a long-term mechanism for implementing the new Basel rules operationally.
Committees meet at frequent intervals. A fi rst version of the operational risk management tool, which allows incidents to be logged, is currently being rolled out.
Basel II, transversal reference systems applicable across the Bank, and reporting and consolidation tools.
Of the €34.8 billion of available-for-sale fi nancial assets, approximately one half concerned life insurance investment portfolios (mainly in the form of fi xed-income securities), and the banking investment portfolio.
At December 31, 2007, Natixis’ consolidated regulatory capital amounted to €14.6 billion, compared with €13.2 billion at December 31, 2006, an increase of €1.4 billion.
2007 marked the end of a period of attractive fi nancing for banks. The US subprime crisis generated high levels of mistrust across the entire banking sector, and Natixis’ refi nancing costs rose from +0.20% to +0.40%, depending on the maturity.
June, and then a €750 million perpetual debt issue at the end of the year.
Status of the Notes: The Notes are deeply subordinated notes issued pursuant to the provisions of Article L. 228-97 of the French Code de commerce, as amended in particular by law no. 2003-706 on fi nancial security dated August 1, 2003.
Natixis was approved by the Extraordinary General Meeting of December 20, 2007. The merger was backdated to
Dominique Ferrero, Chief Executive Offi cer; François Ladam; Jean-Pascal Beaufret; Jean-Marc Moriani.
Executive Offi cer of Natexis Banques Populaires and who has been very active in the creation and the launch of Natixis for more than a year has decided to retire and will leave the
Net banking income fell by 35% or €1.109 billion in 2007.
Municipal guaranteed investment contracts class action lawsuits: Since March 12, 2008, Natixis and Natixis Funding have been named among the defendants in three of four class action lawsuits fi led in two different U.S. federal jurisdictions in New
framework, Natixis plans to undertake hybrid equity issues in the coming weeks.
In order to enable Natixis to benefi t at this time from optimal market conditions in a highly volatile market environment,
Financial assets at fair value through profi t and loss 8.1 202,928 176,903
Note 8.6.5 – Financial assets that are overdue and not depreciated,
For entities that are 40 to 50% owned, IAS 27 requires control to be demonstrated for these entites to be fully consolidated.
Under IAS 27, majority interests held by provate equity subsidiaries have not been consolidated as they do not meet materiality requirements.
Banque Populaire and Groupe Caisse d’Epargne; Natixis’ right in connection with certain decisions made within BFBP and CNCE (Natixis’ opinion to be sought and the group to be consulted in its capacity as a non-voting director, Natixis’ right to a second deliberation of certain matters); Natixis’ right to receive information (information related to the
Goodwill arising in connection with the business c ombination dated December 31, 2006
refl ects the income for this sub-group from January 1 to
The following rules are applied for fully consolidated insurance companies: income and expenses are classifi ed by nature in accordance with banking accounting principles and not by function of expense; balance sheet items are included under the corresponding line items of the fi nancial statements presented in the banking format.
In accordance with IFRS 4, a liability adequacy test is carried out to check that the insurance liabilities as presented in the consolidated fi nancial statements are suffi cient to cover the future cash fl ows estimated as on this date. The test is based on a stochastic model valuation of discounted future cash fl ows.
Mantra Gestion, on June 30, 2007. It is consolidated according to the equity method.
Ixis ALTERNATIVE HOLDING LIMITED Holding FI 100 100 100 100 Great Britain
Other fi nancial company FI 100 100 0 0 United States
Information provision and management of receivables 0 0 100 75 Croatia
COFACE FINANZ (formerly ALLGEMEINE KREDIT FINANZ SERVICE (AKFS)) * Factoring FI 100 100 100 100 Germany
Information provision and management of receivables 0 0 100 100 Argentina
NATIXIS FACTOR (formerly NATEXIS FACTOREM) (52) * Factoring FI 100 100 100 100 France
Trustee bank for mutual funds PI 50 50 50 50 Luxembourg
NATEXIS BANQUES POPULAIRES INVEST Mutual fund FI 100 100 100 100 France
COFACE BELGIUM - SUCC (COFACE SA) Insurance FI 100 100 100 100 Belgium
(3) Creation of a common subsidiary by Natixis Belgium Investments and EDF respectively holding 33% and 66% of the voting rights.
(16) Transfer of all assets and liabilities to Natixis – 2007.
Please refer to Note 7 “Accounting policies and valuation methods” for a defi nition of the other principles used to prepare the fi nancial statements.
NET INCOME FOR THE PERIOD 936 897 295 358 (282) 2,204 1,221
Each time fi nancial support has been increased in this way, the ad hoc entity’s consolidation criteria have been systematically reviewed in light of SIC 12. None of the analyses carried out have led to any of the entities in question being reconsolidated.
Natixis principally for the purpose of selling them in the near term and those forming part of a portfolio of identifi ed fi nancial instruments that are managed together and for which there is evidence of a recent actual pattern of short-term profi t-taking.
As stated in Note 3, Natixis has elected to use the option provided by IAS 28 not to account for private equity investments between 20% and 50%-owned using the equity method if they are designated as “Financial assets at fair value through profi t or loss”. In addition, in accordance with the fair value option amendment, private equity investments in which ownership stands below 20% are also recognized as “Financial assets at fair value through profi t or loss”, as management and measurement at fair value is a documented and well established practice at private equity companies.
Available-for-sale fi nancial assets are non-derivative fi nancial assets that are not classifi ed as loans and advances, heldto -maturity investments or fi nancial assets at fair value through profi t and loss. They notably include investments in non-consolidated companies. Upon their initial recognition, available-for-sale fi nancial assets are measured at fair value inclusive of transaction costs. After initial recognition and at each reporting date, fair value is determined by reference to the bid price for quoted instruments.
7.3 - Credit risk on assets recorded as loans and advances a) Assets individually assessed for impairment
Where such evidence of impairment exists, Natixis calculates the estimated recoverable amount discounted at the original effective interest rate, taking into account the effect of any available guarantees. The difference between the net book value of the loan and the estimated recoverable amount is recorded in income as an impairment charge.
Financial assets valued at amortized cost for which there exist no objective indicators of individual impairment are included in a group of assets with similar credit risk characteristics. Where objective evidence of collective impairment is found to exist within this group of similar assets, an impairment charge is immediately recorded, whether or not the risk has yet affected one or more individual loans.
Financial assets are grouped according to three key characteristics: credit rating for exposure to personal customers and small businesses, and industry and geographical risk for other counterparties such as corporate or sovereign borrowers.
Derivatives separated from host contracts in this way are included in assets and liabilities at fair value through profi t or loss.
December 31, 2007, valuations have been determined using models with the characteristics set out in Note 6.
Upon fi rst-time adoption of IFRS principles, property, plant and equipment and investment properties were maintained at their historical cost as provided for in the options available under IFRS 1, with the exception of properties representing investments in insurance companies, which are valued at fair value through profi t or loss.
Assurances et des Mutuelles). Between two appraisals, the market value of assets is certifi ed by experts on a halfyearly basis.
Gains or losses on the sale of assets used in the business are recognized in the income statement under the “gains or losses on other assets” heading. Gains or losses on the sale of investment property are recognized under the “other net banking income” or “expenses from other activities”
The fair value is expensed in payroll costs on a straight-line basis over the vesting period with a corresponding entry in equity. Fair value is reviewed on each balance sheet date and adjusted if subsequent information indicates a change to the initial estimation of vested rights. The expense is then adjusted for the current and future years.
A total of 6,084,120 shares were allocated to 101,602 employees on November 12, 2007.
All the fi nancial guarantees issued by insurance subsidiaries that also meet the defi nition of an insurance contract were accounted for in line with the requirements of IFRS 4
A provision for contingencies and losses, recorded under liabilities, is recognized after recognition if it becomes likely that the counterparty will default during the commitment period.
IAS 32 requires the notes to the fi nancial statements to state the fair value of all fi nancial instruments recognized at amortized cost, including loans. The following valuation methods are used to determine the fair value as presented in the notes to the fi nancial statements: Loans recognized as “Loans and advances” and finance lease outstandings
Natixis would grant at the balance sheet date to a counterparty for a loan with similar characteristics. As these are primarily variable-rate loans, the contractual rate is adjusted according to the trend in market lending rates and in counterparty risk.
The conversion of these instruments does not imagreement net income used to calculate diluted earnings per share.
8.1.1 Financial assets measured at fair value through profit and loss
These are debt instruments booked to the asset side of the balance sheet for which conditions (of rate or repayment) have been renegotiated following fi nancial diffi culties experienced by the counterpart.
Impaired loans, including restructured loans 2 0 2 2 0 2 9.2 - Net fee and commission income
(1) These services correspond to sales of credit information services, marketing information services and receivables collection services provided by
CHANGE IN THE FAIR VALUE OF ASSETS HELD TO COVER POST-EMPLOYMENT BENEFITS GRANTED TO STAFF
Number of options at December 31, 2007 3,110,117 4,143,000 4,920,500 9,948,900
On November 12, 2007, Natixis’ Executive Board freely awarded 60 Natixis shares on a fair and registered basis to each member of staff with the Natixis, Banque Populaire and
Corporate and Investment Banking [2] houses the fi nancing and capital markets activities serving large corporate customers. It brings together Ixis CIB’s expertise in capital markets with Natixis’ know-how in fi nancing.
Financial liabilities at fair value through profi t and loss 131,738 17,036 16,244 0 39 (27) 165,030
Financial liabilities at fair value through profi t and loss 949 3,769 252 478 3,631 14
Executive Board. Number of members of the Executive Board: 14 in 2007, 13 in 2006.
This scheme is open to the Chairman in respect of his functions at Banque Fédérale des Banques Populaires and at Natixis.
29 Net gains/(losses) on securities held for sale (789) (5) 117
balance sheet at 31/12/07: These exposures were in the form of an ABS CDO portfolio essentially classifi ed in the trading securities category for an overall nominal exposure of €1,519 billion (on- and off-balance sheet). The assets represented by these exposures were valued: on the basis of market prices, when these were available, or, in the event of a total lack of market benchmarks, via a valuation model. The valuation technique used relied on loss-rate assumptions that varied according to the year in which loans were generated. These loss-rate assumptions were as follows: 23% for loans generated in 2006 and 2007, 9% for loans generated in 2005, historic loss-rates for loans generated prior to 2005.
Other intangible assets primarily comprise purchased goodwill with an indefi nite useful life, which is not amortized but tested for impairment at least annually.
The main provisions for employee-related liabilities concern: end-of-career awards and allowances; supplementary banking pension; early-retirement and supplementary pension benefi ts; CATS” early retirement plan benefi ts; employer’s contributions to private health insurance companies for retirees and early retirees; long service awards.
Depreciation, amortization and impairment of property, plant & equipment and intangible assets (60) (30) (19) (49)
NOTE 5 BONDS, EQUITIES AND OTHER FIXED AND VARIABLE INCOME SECURITIES
BANCA POPOLARE ITALIANA – formerly BP DI VERONA E NOVARA 14,400 231,696.78
645 FIFTH AVENUE NY 10022 – NEW YORK 562,050 USD 2,242 USD 100.00%
128 RUE LA BOÉTIE 75008 PARIS 269,194 EUR 36,033 EUR 100.00%
68 QUAI DE LA RAPÉE 75012 PARIS 8,891 EUR 18,585 EUR 100.00%
Income before tax, depreciation and provisions 213,068,968.00 280,959,662.75 457,665,461.91 677,795,500.73 852,134,041.69
CIB in connection with this agreement can be invoiced at 0.02%; b) Natixis Financial Products Inc. (previously Ixis Financial Products Inc.) for the warrant program . The guarantee given by Ixis CIB in connection with this contract can be invoiced at 0.02%; c) Natixis Securities North America Inc. (previously Ixis Securities NA) for loan transactions. The guarantee given by Ixis CIB in connection with this contract can be invoiced at 0.02% per year, applicable to the global exposure with average risk over the period.
Capital Markets) and Natixis Securities (previously CDC Ixis Securities), setting the conditions for Natixis Securities to transfer-cost
Ixis CIB for a percentage of the cost of its research offi ce, set at 25%.
On January 10, 2005, the Supervisory Board authorized the conclusion of three guarantee agreements relative to collateral security deposits with Euroclear, Clearstream Banking and Skandinaviska Enskida Banken (SEB), notably for the customer activities of Ixis IS.
Lastly, in connection with the implementation of the software, Ixis CIB provided a consulting service at cost price for its implementation within CFF.
The information regarding the preparation and organization of the Board’s work is provided in the section on corporate governance.
either on a functional basis in the case of subsidiaries or on a hierarchical basis in the case of business lines. The
Natixis’ Compliance Department operates on a business line basis, guiding and prompting action by Compliance managers in the subsidiaries or in the non-subsidiarized business lines, through a strong functional hierarchical link within the subsidiaries, or at the level of Natixis itself.
IT project initiated in order to ensure systematic notifi cation of transactions deemed sensitive in terms of confi dentiality to the
The IT Systems Security (ITSS) Department guarantees the security and continuity of the IT systems used within Natixis and its subsidiaries. It is responsible to the Executive Board for establishing, implementing, controlling and maintaining IT
The Head of ITSS for Natixis and subsidiaries reports directly to the Head of IT Systems and Shared Services, and works in close cooperation with the Compliance, Internal Audit and Risk
counterparty database. These groups are maintained on an individual basis: unique identifi cation numbers are allocated to each counterparty and the regulatory group to which it belongs, while another indicator specifi es the counterparty’s rating within its group.
The Group Provisioning Committee makes use of the examinations carried out by the Counterparty Watch List
The summer 2007 crisis generated refi nancing pressures and a surge in liquidity costs that forced central banks to intervene.
In addition to the control procedures followed by the fi nancial departments responsible for preparing individual or consolidated accounts, the quality of accounting controls is verifi ed by: ad hoc audit assignments conducted by the Internal Audit departments of Natixis’ central institutions (CNCE, BFBP)
These projects were geared to harmonizing Natixis’ internal control systems and applying them across the whole of the new Group. The projects had made good progress by the end of 2007 and one of Natixis’ priorities is to complete work in this area in 2008.
Shareholders’ meetings include all shareholders whose shares are fully paid-up in respect of payments due.
Report of the Executive Board on the company’s operations during the fi nancial year ended December 31, 2007.
In the sixth resolution, the Executive Board is seeking renewal of the authority granted by the Shareholders on May 24, 2007 to trade in the Company’s own shares under the conditions set out in European Directive 2003/6/EC of January 28, 2003 and in European regulation 2273/2003 of December 22, 2003.
Having received and considered: the management report on the operations of Natixis for the year ended December 31, 2007; the fi nancial statements for the year; the observations of the Supervisory Board on the report of the Executive Board and on the fi nancial statements for the year ended December 31, 2007; and the reports of the Acting Auditors; the shareholders hereby approve the fi nancial statements as presented, including the following transfers to and from the retained earnings since December 31, 2006: Retained earnings at December 31, 2006 €16,584,314.50; ■
With effect from the date of this meeting, this authority cancels and replaces any similar authority previously granted.
L. 228-92 of the Commercial Code: 1. Delegate to the Executive Board, subject to the prior authorization of the Supervisory Board in the cases provided for in the statutes, for the same period of twenty-six months, the authority to decide to make one or more capital increases by incorporation into the capital of premiums, reserves, earnings or other items, the capitalization of which will be legally and statutorily possible, in the form of the assignment of free shares, increasing the nominal value of existing shares or a combination of these two methods; 2. Decide that the total amount of increases in equity capital that may thus be realized, increased by the amount necessary to maintain, in accordance with the law, the rights of the holders of securities giving the right to shares, may not be greater than €150 million (one hundred and fi fty million euros), or, in any case, to the amount of the reserves, premiums or profi ts mentioned above which exist when the capital is increased; ■
Commercial Code in application of the fi ftieth resolution and to consequentially reduce the equity capital by the same amount in accordance with the legal and regulatory measures in force. The maximum authorized reduction of capital is €97,763,414.40 in nominal value; 2. Set the period of validity of the present authorization to eighteen months from the present meeting; 3. Decide that any excess of the purchase price of the shares over their nominal value will be set off against the item for issue premiums, mergers or contributions or against any available reserve item, including against the legal reserve, within the limit of 10% of the capital reduction carried out; 4. Give the necessary powers to the Executive Board, with the right of sub-delegation to its President, to carry out of this (or these) capital reduction(s), and particularly to settle the outcome of any objections, to account for the capital reduction(s), to make the necessary modifi cations to the statutes in case of use of the present authorization and to proceed with the provision of all information, publication and formalities related to it.
The members of the Executive Board need not be shareholders of the Company, but must be physical persons. They may be re-elected. Members of the Supervisory Board may not also be members of the Executive Board.
The age limit for holding offi ce as a member of the Executive
The Executive Board shall be invested with the broadest powers to act in all circumstances on behalf of the Company, subject to the limitations of the corporate purpose and those powers expressly attributed by law and by these bylaws to general meetings of shareholders and the Supervisory Board.
Board or its Chairman for examination and for an opinion. It shall determine the composition and powers of such Committees, and shall be responsible for the conduct of their business.
Executive Board including, in particular, profi tability targets and risk policy (the “Strategic Plan”) together with any signifi cant amendment of the Strategic Plan, any proposal to the general meeting of shareholders of an amendment to the bylaws.
For the purpose of undertaking a capital increase reserved for employees in accordance with Article L. 225-129-6 of France’s Commercial Code €16M - -
SUMMARY OF OPTIONS PLANS GRANTED TO DIRECTORS AT DECEMBER 31, 2007
Observations: The fi gures have been updated to take account of the division of the nominal value by 10 on November 17, 2006.
Number of shares at the start of the fi nancial year
2002 Number of shares at the start of the fi nancial year 44,314,352 709,029,632 shares in respect of ESOPs 5,355 85,680 286,620.37 shares arising from the conversion of TSDIC 1,717,431 27,478,896 86,413,090.39 shares in respect of the exercise of subscription options 4,400 70,400 108,393.66 shares attributable to the transfer of Arnhold & S. Bleichroeder securities 1,401,082 22,417,312 83,448,443.92 shares resulting from the merger with the property company ABC 217 3,472 3,943.16 shares in respect of ESOPs 3,756 60,096 161,981.00 shares in respect of the exercise of subscription options 43,340 693,440 1,733,850.39 shares attributable to the transfer of Banque du Dôme-Crédifrance Factor securities 218,559 3,496,944 14,643,375.64 shares attributable to the transfer of Sopromec Participations securities 336,647 5,386,352 25,248,563.45 shares in respect of ESOPs 3,086 49,376 175,126.36 shares in respect of the exercise of subscription options 207,737 3,323,792 10,204,917.64 shares in respect of FCPE 3,043 48,688 225,259.18 shares in respect of the exercise of subscription options 480,436 7,686,976 33,653,461.26 shares in respect of the increase in capital reserved for Banque Fédérale des Banques Populaires 256,039 4,096,624 25,903,465.63 payment of the dividend in shares 1,103,281 17,652,496 185,075,387.75 shares in respect of ESOPs 10,010 160,160 1,529,227.70 shares in respect of the exercise of subscription options 83,274 1,332,384 5,773,940.85 shares in respect of asset transfers from CNCE and SNC CHAMPION 73,131,476 1,170,103,616 13,128,041,797.00
The general meeting of shareholders on May 24, 2007 granted the Executive Board authority, for a period of 38 months with effect from the date of the meeting, to allocate free shares on one or more occasions to employees of Natixis and of companies directly or indirectly associated with Natixis within the meaning of Article L. 225-197-2 of the French Commercial
■ At the end of the period of 15 years, the agreement will automatically be renewed for successive periods of fi ve years
Caisses d’Epargne in terms of compliance with the rules of governance and internal organization within the Groupe
C - Summary of the cross-undertakings of purchase and sale relating to the shares of Compagnie 1818 – Banquiers Privés entered into between Natixis on the one hand, and Foncier Participations, Crédit Foncier de France and Banque Palatine, on the other
of the newly-formed Natexis Banques Populaires. At the end of 2000, its holding was reduced to 79.23% following a new share issue placed primarily with retail investors.
Populaires of interests in certain subsidiaries and affi liates with activities in corporate and investment banking and fi nancial services, as well as cooperative certifi cates of investment (“CCIs”), issued since 2004 by each of Caisse d’Epargne et de Prévoyance banks(1) (hereinafter referred to as “Caisses d’Epargne”) and representing 20% of their share capital (the “Caisses d’Epargne CCIs”), currently wholly owned by CNCE; ■