NATIXIS -2020 Universal Registration Document
GENERAL SHAREHOLDERS’ MEETINGS Combined General Shareholders’ Meeting of May 28, 2021
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; Thierry Cahn, a member of the Supervisory Board of BPCE and a member of the Board of Directors of Natixis; Françoise Lemalle, a member of the Supervisory Board of BPCE and a member of the Board of Directors of Natixis; and Stéphanie Paix, a member of the Supervisory Board of BPCE and a member of the Board of Directors of Natixis.
Agreements made in favor of François 11. Riahi upon his appointment as Chief Executive Officer The Board of Directors of Natixis decided on May 2, 2018 that François Riahi will receive: Mandatory pension plans as all staff do. With respect to the V “Article 82” life insurance policy (in reference to the French General Tax Code) put in place by BPCE, the premiums shall be paid by François Riahi; Personal protection and health insurance affording protection V similar to that of Natixis employees with respect to health and personal protection coverage. These agreements were approved by the May 23, 2018 General Shareholders’ Meeting. On December 17, 2020, the Board of Directors noted that there is no longer any need to monitor the aforementioned agreements that have lapsed due to the termination of the term of office of Chief Executive Officer of François Riahi on August 3, 2020. Corporate officers concerned on the applicable date: François Pérol, Chairman of the Management Board of BPCE and Chairman of the Board of Directors of Natixis; Laurent Mignon, Chief Executive Officer of Natixis and a member of the Management Board of BPCE; Catherine Halberstadt, 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; Thierry Cahn, a member of the SupervisoryBoard of BPCE and a member of the Board of Directors of Natixis; Françoise Lemalle, a member of the Supervisory Board of BPCE and a member of the Board of Directors of Natixis; and Stéphanie Paix, a member of the Supervisory Board of BPCE and a member of the Board of Directors of Natixis. These agreements had no financial impact in 2020. Enrollment of Natixis in the insurance 12. policy taken out by BPCE with Arial CNP Assurances On August 1, 2017, the Board of Directorsauthorizedthe signatureof an enrollment rider to the group insurance policy under Article 82 of the French General Tax Code, taken out by BPCE with Arial CNP Assurances for executive officers of Groupe BPCE who do not benefit from the “Pension plan for Groupe BPCE company directors” or the “Natixis pension guarantee” plan. This rider was signed on October 17, 2017. This rider indirectly affects Laurent Mignon as Chief Executive Officer. On December 17, 2020, the Board of Directors duly noted that following the termination of Natixis’ subscription to the insurance policy taken out by BPCE with Arial CNP Assurances on October 20, 2020, this agreement, authorizedby the Board of Directors of August 1, 2017, therefore lapsed. Corporate officers concerned on the applicable date: François Pérol, Chairman of the Management Board of BPCE and Chairman of the Board of Directors of Natixis; Laurent Mignon, Chief Executive Officer of Natixis and a member of the Management Board of BPCE; Marguerite Bérard-Andrieu, a member of the Management Board of
This agreement had no financial impact in 2020.
Authorization of an underwriting 13. agreement
On June 25, 2014, the Board of Directors authorized the sale of 79,989,067Coface shares, with the option of increasing this number to a maximum of 91,987,426 shares sold if the greenshoe 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: led by Natixis and JP Morgan Securities Ltd as global coordinators V (“Global Coordinators"); including BNP Paribas, Credit Suisse Securities (Europe) Limited, V 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, CommerzbankAktiengesellschaft,ING Bank N.V. and Banca IMI S.p.A. (the “Co-Lead Partners,” and together with the Lead Partners and Associate Bookkeepers, the “Guarantors”). On June 25, 2014, the Board of Directors approved the draft agreement, authorized the signing of the underwritingagreement 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 underwriting agreement in the name and on behalf of Natixis. On December 17, 2020, the Board of Directors noted that the Coface Underwriting Agreement signed on June 25, 2014 had lapsed given the expiry of the legal requirements on commercial matters (five years). As a result, the agreement was fulfilled. It no longer includes any obligation on one or other party and is therefore no longer an ongoing contract likely to constitute a related-party agreement. This agreement has therefore lapsed. Corporate officers concerned on the applicable date: François Pérol, Chairman of the BPCE Management Board and V Chairman of the Board of Directors of Natixis; Laurent Mignon, Chief Executive Officer of Natixis and Chairman of V the Board of Directors of Coface; BPCE, a Natixis and Coface director, as represented by Daniel V Karyotis, Chief Financial Officer and a member of the Management Board of BPCE, BPCE’s permanent representative on the Board of Directors of Natixis. This agreement had no financial impact in 2020.
8
Neuilly-sur-Seine and Paris-La Défense, March 9, 2021 The Statutory Auditors
PricewaterhouseCoopers Audit
Deloitte & Associés
Emmanuel Benoist
Charlotte Vandeputte
589
www.natixis.com
NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2020
Made with FlippingBook Publishing Software