NATIXIS_REGISTRATION_DOCUMENT_2017
LEGAL INFORMATION Statutory Auditors’ special report on related-party agreements and commitments
that BPCE re-lends all or part of the USD resources raised from Natixis. This agreement, signed on April 9, 2013, was approved by the May 21, 2013GeneralShareholders'Meeting. Moreover, on February 19, 2014, the Board of Directors authorized the amendment to this agreement, the purpose of which is to alter the sub-ceilingsprovided for in Article 4 of the agreement, namely: raising the total maximumnominal amount of the bonds that can be issued by BPCE under Program3 (a)(2) each year from USD 4 billion to USD 6 billion, and raising the total maximumnominal amount of the proceeds from the bond issues under Program3 (a)(2) that cannot be re-loanedto Natixis within 90 days of their settlement& delivery from USD 2 billion to USD 3 billion. Furthermore, BPCE may loan securities to Natixis for shortermaturitiesthan those of the bonds, depending on Natixis’needs. This amendment was approved at the Ordinary General Shareholders'Meetingof May 20, 2014. Directors concerned at the date on which the agreement was signed: François Pérol, President of the BPCE ManagementBoard, j Chairmanof the NatixisBoardof Directors. Stève Gentili, Member of the BPCE Supervisory Board, j NatixisDirector. Didier Patault, Member of the BPCE Supervisory Board, j NatixisDirector. Philippe Sueur, Vice-Chairman of the Steering and j Supervisory Committee of Caisse d’Epargne Ile-de-France, NatixisDirector. Thierry Cahn, Member of the BPCE Supervisory Board, j NatixisDirector. Alain Condaminas,Member of the BPCE SupervisoryBoard, j NatixisDirector. Catherine Halberstadt, Member of the BPCE Supervisory j Board,NatixisDirector. Pierre Valentin, Member of the BPCE Supervisory Board, j NatixisDirector. Stéphanie Paix, Chairman of the Management Board of j Caisse d’EpargneRhône-Alpes,NatixisDirector. BPCE, representedby Daniel Karyotis,Chief FinancialOfficer j and Member of the BPCE Management Board, BPCE’s PermanentRepresentativeon the NatixisBoardof Directors. The income recognized by the Natixis New York branch in respect of this agreement amounted to €737,934 for the fiscal year endedDecember31, 2017.
5. Authorization of an underwriting agreement On June 25, 2014, the Board of Directors authorizedthe sale of 79,989,067 Coface shares, with the option of increasing this number to a maximum of 91,987,426 shares sold if the green-shoe option was fully exercised, as part of a retail public offering in France and a global offering for institutionalinvestors both in and outsideFrance. The global offering was underwritten by a group of financial institutions: headed by Natixis and J.P. Morgan Securities Ltd in the a capacityof global coordinators(“theGlobalCoordinators”);and including BNP Paribas, Credit Suisse Securities (Europe) a Limited, Deutsche Bank AG, London Branch, Morgan Stanley & Co. International plc (the “Joint Lead Managers and Joint Book-Runners”togetherwith the Global Coordinators),as well as Banco Santander S.A., Crédit Agricole Corporate and InvestmentBank, CommerzbankAktiengesellschaft,ING Bank N.V. and Banca IMI S.p.A. (the “Co-LeadManagers”,and the Underwriters,togetherwith the Joint LeadManagersand Joint Book-Runners). On June 25, 2014, the Board of Directors approved the draft agreement, authorized the signing of the underwriting agreement on this basis, and granted all powers to the Chief Executive Officer for the purpose of making any alterations to said draft that do not materially alter its content, and of signing the underwritingagreementin the name and on behalfof Natixis. Directors concerned at the date on which the agreement was signed: François Pérol, President of the BPCE ManagementBoard, j Chairmanof the NatixisBoardof Directors. LaurentMignon,Chief ExecutiveOfficerof Natixis. j BPCE, Member of the Board and shareholder of Natixis, j represented by Daniel Karyotis, Chief Financial Officer and Member of the BPCE Management Board, BPCE’s PermanentRepresentativeon the NatixisBoardof Directors. This agreementhad no financialimpact in 2017. 6. The “3a2” debt issuance program in the United States implemented by BPCE and the amendment to the agreement relating to the guarantee granted to the BPCE bondholders by the Natixis New York Branch Office on April 9, 2013. On February 17, 2013, the Board of Directors approved the guarantee given to BPCE by the Natixis NY Branch Office. This guaranteewas granted in Natixis’corporateinterest,in the event
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Natixis Registration Document 2017
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