NATIXIS - 2018 Registration document and annual financial report

7 LEGAL INFORMATION

Statutory Auditors’ special report on related-party agreements and commitments

Memorandum of Understanding between CNP Assurances, BPCE and Natixis, the aim of which is to: acknowledge the non-renewal of the current agreements; a determine, organize, and manage the contractual package a formed by the New Partnership Agreements, for which the protocol is the umbrella agreement; determine the term of the New Partnership Agreements, a namely seven years as from January 1, 2016. At the end of this seven-year period, BPCE will be able to either extend the new partnership agreements for a period of three years as from January 1, 2023, or to purchase CNP’s insurance deposit inventory. BPCE will have the option of acquiring the existing portfolio at December 31, 2020 and CNP the option, in 2020 and 2022, of notifying BPCE of its desire to initiate discussions with a view to such sale; determine and organize the operation of the Partnership a Monitoring Committee (and of any potential sub-committees set up by the latter); and more broadly, organize and manage the relations between the a Parties under the Renewed Partnership. Corporate officers concerned on the applicable date: François Pérol, Chairman of the Management Board of BPCE, Chairman of the Board of Directors of Natixis and a member of the Board of Directors of CNP Assurances; Laurent Mignon, Chief Executive Officer of Natixis and a member of the Management Board of BPCE; Daniel Karyotis, a member of the Management Board of BPCE and permanent representative of BPCE at Natixis; Alain Condaminas, a member of the Supervisory Board of BPCE and a member of the Board of Directors of Natixis; Catherine Halberstadt, a member of the Supervisory Board of BPCE and a member of the Board of Directors of Natixis; Didier Patault, a member of the Supervisory Board of BPCE and a member of the Board of Directors of Natixis; Thierry Cahn, a member of the Supervisory Board of BPCE and a member of the Board of Directors of Natixis; and Pierre Valentin, a member of the Supervisory Board of BPCE and a member of the Board of Directors of Natixis. Agreements entered into by CNP Assurances, BPCE, Natixis, and ABP Vie (a subsidiary of Natixis Assurances): Quota share reinsurance treaty entered into by CNP a Assurances and ABP Vie in the presence of Natixis, with a view to ABP Vie, a Natixis Assurances subsidiary, reinsuring 10% of CNP Assurances’ life insurance and accumulation product inventory, which will be distributed by the Caisses d’Epargne network until December 31, 2015, and during the interim period determined in the protocol. New business tranche 1 reinsurance treaty entered into by a ABP Vie and CNP Assurances in the presence of Natixis: quota share reinsurance by CNP Assurances of 40% of all ABP Vie’s life insurance and accumulation products distributed by the Caisses d’Epargne network as from January 1, 2016. Tranche 2 new business reinsurance treaty between ABP Vie a and CNP Assurances in the presence of BPCE and Natixis: 90% reinsurance by CNP Assurances for new business involving ex-CNP customers. Tranche 2 reinsurance matching agreement entered into by a ABP Vie, CNP Assurances and BPCE, in the presence of Natixis, the aim of which is to determine the procedures for the management of events:

the provision to CNP Assurances of the list of customers j covered by BPCE, in accordance with the frequencies and procedures provided for in said agreement, as from the recognition of a market shock (interest-rate shock or behavioral shock), and the implementation of the tests required for the j determination and information exchange mechanisms provided for in said agreement to operate properly. EuroCroissance matching agreement entered into by CNP a Assurances, BPCE, and ABP Vie in the presence of Natixis, the aim of which is to determine the procedures for the management of events (procedures similar to those in the tranche 2 reinsurance matching agreement). These agreements are part of Natixis and Groupe BPCE’s strategic plan and in particular the “Assurément #2016” project. Corporate officers concerned on the applicable date: François Pérol, Chairman of the Management Board of BPCE, Chairman of the Board of Directors of Natixis and a member of the Board of Directors of CNP Assurances; Laurent Mignon, Chief Executive Officer of Natixis and a member of the Management Board of BPCE; Daniel Karyotis, a member of the Management Board of BPCE and permanent representative of BPCE at Natixis; Alain Condaminas, a member of the Supervisory Board of BPCE and a member of the Board of Directors of Natixis; Catherine Halberstadt, a member of the Supervisory Board of BPCE and a member of the Board of Directors of Natixis; Didier Patault, a member of the Supervisory Board of BPCE and a member of the Board of Directors of Natixis; Thierry Cahn, a member of the Supervisory Board of BPCE and a member of the Board of Directors of Natixis; and Pierre Valentin, a member of the Supervisory Board of BPCE and a member of the Board of Directors of Natixis. These agreements were approved by the May 19, 2015 General Shareholders’ Meeting. These agreements had no financial impact in 2018. agreement On June 25, 2014, the Board of Directors authorized the sale of 79,989,067 Coface shares, with the option of increasing this number to a maximum of 91,987,426 shares sold if the green-shoe option was fully exercised, as part of a retail public offering in France and a global offering for institutional investors both in and outside France, and decided on the definitive sale price of said shares. The global offering was underwritten by a group of financial institutions: headed by Natixis and J.P. Morgan Securities Ltd in the a capacity of global coordinators (“the Global Coordinators”); and including BNP Paribas, Credit Suisse Securities (Europe) Limited, a Deutsche Bank AG, London Branch, Morgan Stanley & Co. International plc (the “Joint Lead Managers and Joint Book-Runners” together with the Global Coordinators), as well as Banco Santander S.A., Crédit Agricole Corporate and Investment Bank, Commerzbank Aktiengesellschaft, ING Bank N.V. and Banca IMI S.p.A. (the “Co-Lead Managers”, and the Underwriters, together with the Joint Lead Managers and Joint Book-Runners). Authorization of an underwriting 5.

558

Natixis Registration Document 2018

Made with FlippingBook HTML5