Presentation of Natixis 1 Results Presentation
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Presentation of Natixis 1 Results presentation Public limited company (société anonyme) with a share capital of €5,040,461,747.20 Registered office: 30 avenue Pierre Mendès France, 75013 Paris 542 044 524 Paris Trade Registry UPDATE TO THE 2017 REGISTRATION DOCUMENT AND HALF-YEAR FINANCIAL REPORT Update of the 2017 Registration Document and annual financial report filed with the French Financial Markets Authority (Autorité des Marchés Financiers) on March 23, 2018 under number D.18-0172. This update was filed with the French Financial Supervisory Authority on August 8, 2018 under number D.18-0172-A01. The English version of this report is a free translation from the original which was prepared in French. All possible care has been taken to ensure that the translation is an accurate presentation of the original. However, the original language version of the document in French prevails over the translation. This update of the 2017 Registration Document was filed with the French Financial Markets Authority on August 8, 2018, in accordance with Article 212-13 of the general regulations of the French Financial Markets Authority. It may be used in connection with a financial transaction only if accompanied by a transaction note approved by the Financial Markets Authority. The document has been prepared by the issuer and its signatories incur liability in this regard. Update to the 2017 Registration Document Natixis 1 C1 - Public Natixis Presentation of Natixis 1 Results presentation CONTENTS UPDATE BY CHAPTER OF THE 2017 REGISTRATION DOCUMENT I PRESENTATION OF NATIXIS p.3 1.1 Press Releases subsequent to the submission of the registration document p.3 1.2 Results as at June 30, 2018 : Press release p.9 II SECTION 2: CORPORATE GOVERNANCE p.38 2.1 Corporate governance as of August 6, 2018 p.38 2.2 Additional information on the director's positions p.43 2.3 Management and oversight of corporate governance p.45 2.4 Natixis Compensation Policy p.46 III SECTION 3: RISKS AND CAPITAL ADEQUACY p.49 3.1 Summary of annual risks p.49 3.4 Capital management and capital adequacy p.49 3.5 Credit and counterparty risks p.54 3.7 Market risks p.58 3.9 Liquidity risk and refinancing strategy p.61 3.11 Legal risks p.66 3.12 Other risks p.69 3.13 At-risk exposures p.72 IV SECTION 4: OVERVIEW OF THE FISCAL YEAR p.74 4.1 Interim management report as of June 30, 2018 p.74 V SECTION 5: FINANCIAL DATA p.94 5.1 Financial data (interim consolidated financial statements and notes) p.94 5.2 Statutory Auditors' report on 2018 interim financial information p.190 VI SECTION 7: LEGAL INFORMATION p.192 7.1 Natixis Bylaws p.192 7.3 Distribution of share capital and voting rights p.192 VII SECTION 8: ADDITIONAL INFORMATION p.194 Statement by the person responsible for the Registration Document 8.1 p.194 Update 8.2 Documents available to the public p.194 8.3 Cross-reference table of registration document p.195 8.4 Cross-reference table for the half-year financial report p.197 Cross-reference table between articles of the CRR, Basel 8.5 Committee/EBA and statements, and the Pillar III report p.198 8.6 Table index p.202 8.7 Persons responsible for auditing the financial statements p.205 Update to the 2017 Registration Document Natixis 2 C1 - Public Natixis Presentation of Natixis 1 Results presentation I SECTION 1: PRESENTATION OF NATIXIS 1.1 Press Releases subsequent to the submission of the registration document 1.1.1 Press release dated April 26, 2018 Laurent Mignon succeeds François Pérol as Chairman of Groupe BPCE’s Management Board Groupe BPCE’s Supervisory Board gathered on April 26, 2018 and took note of François Pérol’s decision to resign as Chairman of the Management Board, appointing Laurent Mignon, CEO of Natixis, to succeed him. Laurent Mignon’s new role will become effective as of June 1st, 2018 when he steps down as CEO of Natixis. In a sense of continuity, this hand-over will strenghten existing close ties between BPCE and Natixis whose clear and shared strategic vision underlies the « New Dimension » plan unveiled on November 20, 2017. Natixis has already engaged in Laurent Mignon’s succession plan which should succeed in the coming days, asserting Natixis’ strategic and financial ambitions in both the short and the medium term. 1.1.2 Press release dated April 27, 2018 François Riahi appointed CEO of Natixis Natixis’ Board of Directors gathered today under the chairmanship of François Pérol and appointed François Riahi Chief Executive Officer of Natixis. He succeeds Laurent Mignon, appointed Chairman of Groupe BPCE’s Management Board on April 26, 2018. François Riahi’s new role will become effective on June 1, 2018. Simultaneously, Laurent Mignon will become Chairman of Natixis’ Board of Directors. Natixis’ Board of Directors pays tribute to Laurent Mignon for his exceptional commitment to Natixis’ successful transformation and development as Chief Executive Officer since 2009; development he will continue to ensure as Chairman of Natixis’ Board of Directors. Natixis now is a solid and innovative company, entirely dedicated to its clients, with strong business activities and expertise, very closely anchored to Groupe BPCE. François Riahi’s appointment as Chief Executive Officer of Natixis comes in a sense of continuity in Natixis’ strategy and development. Fançois Riahi joined Groupe BPCE when it was first established in 2009 and participated in the major milestones of its constitution and development. He was a significant player in defining the strategy of the group as Deputy Chief Executive Officer, in charge of strategy, then joined Natixis as CEO, Corporate & Investment Banking, Asia Pacific Platform which he developped significantly. Then he became co-Head of Corporate & Investment Banking, member of the Senior Management Committee, alongside Marc Vincent. In this role, François Riahi has been committed in the development of our New Dimension strategic plan. “I am particularly proud of all we have accomplished at Natixis since 2009 driven by François Pérol and thanks to the strong commitment of all employees. Natixis has become a company recognized and envied for its expertise and performance, as well as its strong entrepreneurial culture. I would like to pay a warm tribute to all the Natixis teams and in particular to the members of the Senior Management Committee. François Riahi who has significantly contributed to this success will ensure that the ambitions of the New Dimension strategic plan are carried out. I will remain very committed to Natixis’ development” stated Laurent Mignon. “I would like to thank the Board of Directors for the trust they have placed in me today. I remain committed to pursuing what makes the success of Natixis, creating value across all our businesses: Asset and Wealth Management, Corporate & Investment Banking, Insurance, Specialized Financial Services and Payments. Together with all Natixis teams, in all our businesses and throughout the world, we will continue Laurent Mignon’s remarkable work by resolutely implementing the New Dimension strategic plan” indicated François Riahi. Update to the 2017 Registration Document Natixis 3 C1 - Public Natixis Presentation of Natixis 1 Results presentation François Riahi began his career as an Inspecteur des Finances (auditor at the French Treasury) at the Inspection Générale des Finances from 2001 to 2005. He was then appointed to the Government’s Budget Department, first as a chargé de mission reporting to the Budget Director and subsequently as Head of the Budget Policy Office. In 2007, he was appointed as an advisor to the President of the French Republic, responsible for the reform of State institutions and Public Finance. In March 2009, François Riahi joined Groupe BPCE as Deputy CEO and Chief Strategy Officer. In May 2012, he was appointed Head of Corporate & Investment Banking’s Asia Pacific Platform for Natixis, based in Hong Kong and became member of the Natixis Executive Committee. In February 2016, he joined Natixis’ Senior Management Committee as Co-Head of Corporate and Investment Banking. On January 1st 2018, François Riahi became a member of the Groupe BPCE Management Board, in charge of Finance, Strategy and Corporate Secretariat. » François Riahi (45) is a graduate of the Ecole Centrale de Paris school of engineering, the Paris Institute of Political Science (Sciences Po), the Stanford Executive Program, as well as a former student of the Ecole Nationale d’Administration (ENA). 1.1.3 Press release dated April 13, 2018 Free share allocation for the Chief Executive Officer of Natixis Board of Directors’ decision of April 13, 2018 On April 13, 2018, based on the positive opinion of the Compensation Committee, and as authorized by Natixis' General Shareholders' Meeting held on May 24, 2016 in its 20th resolution, Natixis' Board of Directors granted free shares to certain categories of employees. Out of the 84 775 shares granted to the Chief Executive Officer, 28 258 shares will only be vested in March 2020 and 56 517 shares in March 2021, all subject to a 6-month lock-in period as well as to performance conditions being assessed on the basis of the Operating Income of Natixis, defined as the Gross Operating Income after deduction of variable remunerations and cost of risk, and on Natixis' compliance with its regulatory obligations in terms of capital requirements. Furthermore, 30% of the shares delivered to the Chief Executive officer of Natixis at the end of the vesting period will be subject to a lock-in period ending upon the termination of his office. 1.1.4 Press release dated May 2, 2018 INFORMATION RELATING TO COMPENSATION FOR EXECUTIVE OFFICERS In accordance with the Afep-Medef Corporate Governance Code, Natixis discloses all compensation benefits of its executive officers as determined by its Board of Directors on May 2, 2018.