2020 - © shutterstock.com COMBINED GENERAL SHAREHOLDERS’ MEETING WEDNESDAY MAY 20,2020AT 3:00PM Grand auditorium inPalais Brongniart 25 placedelaBourse-75002Paris MEETING NOTICE 2020
Combined general shareholders’ meeting ON WEDNESDAY, MAY 20, 2020 AT 3:00 PM
CHAIRMAN’S FOREWORD 3
KEY FIGURES 4
MANAGEMENT REPORT AT DECEMBER 31, 2019 6
ESR, GROWTH AND PERFORMANCE LEVER 18
STRATEGIC PLAN 2018-2020 «NEW DIMENSION» 20
CORPORATE GOVERNANCE OF NATIXIS AT MARCH 1, 2020 22
NATIXIS COMPENSATION POLICY 42
REPORT OF THE BOARD OF DIRECTORS ON THE USE OF CAPITAL INCREASE AUTHORIZATION IN 2019 52
AGENDA 55
REPORT OF THE BOARD OF DIRECTORS ON THE RESOLUTIONS SUBMITTED TO THE SHAREHOLDERS’MEETING AND DRAFT RESOLUTIONS 56
GLOSSARY 71
HOW DO I PARTICIPATE IN THE GENERAL SHAREHOLDERS’ MEETING? 72
REQUESTS FOR DOCUMENTATION AND INFORMATION 75
NATIXIS’ SHAREHOLDERS, VOTE ON LINE! The voting session prior to the Shareholders’ Meeting is Pursuant to the provision of the French Commercial now open to bearer or registered shares holders, from Code, the legal and regulatory notifications for this one share held. meeting were published: The VOTACCESS platform will record the votes up to the › ON APRIL 6, 2020, in the Bulletin des Annonces Légales day prior to the Shareholders Meeting, i.e. up to Tuesday, Obligatoires and in Les Echos (national daily); May 19, 2020 at 3:00 p.m. Beside the access to voting, › ON APRIL 10, 2020, in Le Revenu (weekly magazine); this device enables to appoint the Chairman of the › ON APRIL 29, 2020, in the Bulletin des Annonces meeting as proxy. Légales Obligatoires, in the Petites Affiches and in Les The VOTACCESS connection is possible from the Echos (national daily); consulting tool of the shareholders’ securities portfolio. › ON MAY 8, 2020, in Le Revenu (weekly magazine). The vote for bearer shares is cast via the Internet portal made available to the shareholder by the financial
All legal information and documentations
intermediary. ➜ as set forth by Article R.225-73-1 of The vote for registered shares is cast via OLIS- the French Commercial Code may be Shareholder, the interactive website provided by CACEIS consulted online on the Natixis’ Website: Corporate Trust. www.natixis.com. Key figures 2019
CHAIRMAN’S FOREWORD
Message from Laurent Mignon, Chairman of the Board of Directors
Clear strategic choices to create value and prepare for the future
Shareholders will also be asked to amend Natixis’ bylaws in order to update them and bring them into compliance with laws and regulations. In this document you will find a detailed presentation of these. We will have an opportunity to look back on 2019, a year marked by the continuation of our «New Dimension» 2018-2020 strategic plan (on page 20 of this notice), which included a number of major strategic projects such as the announced merger with La Banque Postale Asset Management or the implementation of the Green Weighting Factor, among others. Natixis posted very satisfactory results for all its business lines in 2019. These results reflect strong growth thanks to the resolute implementation of our asset light strategy and provide a solid basis for the successful continuation of our New Dimension strategic plan in a context now marked Dear Sir/Madam, by the health crisis. Dear Natixis Shareholder, As a precaution and in accordance with the recommendations of the European Central Bank, it n the context of the Covid-19 epidemic and taking was decided not to distribute dividends in the context into account the administrative measures limiting and of uncertainty about the financial impacts caused by the prohibiting collective gatherings for health reasons, Covid-19 crisis. Natixis will reconsider this decision after the Board of Directors of our Company has decided October 01, 2020 in order to allow for a potential distribution Ithat the Combined General Shareholders’ Meeting will be depending on the prevailing situation at that time. held exceptionally « behind closed doors », on Wednesday, All information about this meeting is available at www. May 20, 2020 at 3 p.m at Palais Brongniart, 25 Place de la natixis.com. Considering the exceptional context Bourse, 75002 Paris, without the shareholders and other mentioned above, I invite you, this year, to cast your vote persons having the right to attend being physically present. by proxy given to the Shareholders’ Meeting Chairman, The Company will make available a replay, online and offline, by a voting form, or by internet. of all of the Combined General Shareholders’ Meeting I specify that the methods of organization of this General on the Company’s website. Shareholders’ Meeting could evolve according to health and The Company will make available a replay, online and offline, / or legal requirements. of all of the Combined General Shareholders’ Meeting The Natixis teams join me in thanking you once again on the Company’s website. for the confidence that you place in your Company. This year, our Meeting will be asked to vote on nineteen resolutions. In the area of governance, these include the compensation of the Natixis corporate officers for the 2019 Laurent Mignon fiscal year, the principles of which were approved at the Chairman of the Board of Directors General Shareholders’ Meeting on May 28, 2019, as well as the proposed compensation policy for the 2020 fiscal year. The resolutions also include the ratification of the co-opting of a director or the reappointment of three directors. www.natixis.com NATIXIS MEETING NOTICE 2020 3 KEY FIGURES 2019
KEY FIGURES 2019
In 2019, Natixis recorded very sound results with each of our four businesses growing revenues faster than costs. This momentum of successive growth is the result of our unwavering implementation of our asset-light strategy and represents a solid base for us to complete our 2018-2020 strategic plan.
Strong business expertise in four areas of activity
ASSET & WEALTH INSURANCE MANAGEMENT
> Asset Management > Life & Personal Protection Insurance > Wealth Management > Property & Casualty > Employee Savings Schemes Insurance
CORPORATE & PAYMENTS INVESTMENT BANKING
> Investment Banking > Issuing and Mergers & Acquisitions > Acquiring > Financing > Processing > Capital Markets > Trade & Treasury Solutions > Coverage
4 NATIXIS MEETING NOTICE 2020 KEY FIGURES 2019
A worldwide presence KEY FIGURES
Around 16,000 We continue to expand our presence employees and expertise globally. Our presence in major countries in Europe, Americas, Asia Pacific and the Middle East provides a source of opportunities for in 38 countries our clients. Our experts offer them solutions and services meeting their needs for the specific features of the markets in which they operate.
2,746 AMERICAS 12,000 EMEA*
874 ASIA PACIFIC
* EMEA : Europe, Middle East, Africa. Headcount – end of December 2019 (Excluding Coface, Private Equity, Natixis Algeria).
NATIXIS INCOME STATEMENT
(in millions of euros) 2019 (1) 2018 2017 2016 2015 Net revenues 9,219 9,616 9,467 8,718 8,704 Gross operating income 2,564 2,793 2,835 2,480 2,749 Pre-tax profit 2,945 2,661 2,651 2,287 2,473 NET INCOME (GROUP SHARE) 1,897 1,577 1,669 1,374 1,344 Cost/Income ratio 72.2% 71.0% 70.1% 71.6% 68.4% RoE reported 11.1% 9.2% 9.6% 7.9% 7.8% RoE underlying (2) 7.8% 9.4% 9.9% 7.9% 7.8% RoTE reported 14.3% 11.9% 11.9% 9.9% 9.8% RoTE underlying (2) 10.0% 12.0% 12.3% 9.9% 9.3%
(1) Following the disposal of the retail banking activities, reported figures. (2) Excluding exceptional items.
www.natixis.com NATIXIS MEETING NOTICE 2020 5 MANAGEMENT REPORT AT DECEMBER 31, 2019 MANAGEMENT REPORT AT DECEMBER 31, 2019
Significant events of 2019
Macroeconomic context
2019 was a year of heightened political and geopolitical uncertainty: In summer 2019, the main central banks (the Fed and the European the trade war between China and the US, the absence of a Brexit deal Central Bank) made a policy U-turn by postponing the end of and the subsequent political fallout in the UK, the magnitude of the quantitative easing and holding off on hiking interest rates, thereby slowdown in China, European elections and the rise of populism, and delaying the normalization of monetary policies. Faced with slower the Iran-US crisis. Global growth was hit hard, and by summer 2019 growth, persistent risks and low inflation, central bank policies were the 2019-2020 outlook was revised downward. Nevertheless, decidedly loose. After seven months of keeping its policy unchanged, the final weeks of 2019 rekindled hopes of a trade agreement the Fed cut interest rates (-25 basis points) in July and did so again between China and the US, and of the UK making an orderly exit from at the Federal Open Market Committee meetings in September and the European Union. October (a total of -75 basis points to reach the 1.5 to 1.75% range at end-2019). The ECB for its part proposed a comprehensive policy The raising of tariff barriers combined with the prospect of a no-deal package in September, including cutting the interest rate on its Brexit had a direct impact on export volumes and an indirect impact deposit facility by 10 bps and introducing a two-tier system, on business. Trade in goods looks set to post just 1.5% annual restarting the Asset Purchase Program, and easing TLTRO III growth, its lowest since 2015. Global manufacturing output teetered conditions (Targeted Long-Term Refinancing Operations). near recession with the PMI manufacturing index dropping below 50 Consequently, 2019 confirmed a return to a long-lasting, historically for six consecutive months (averaging 49.6 between May and low interest rate regime. October), before making a feeble comeback in the last two months of the year. Services output continued to rise, but on the whole was Against this backdrop, monetary policy expectations weighed more significantly slower over the period. than ever on yield curves, resulting in two phases for interest rates over the year. An overall decrease in yields and flatter yield curves Global growth will therefore have dropped to its lowest since the were observed up until mid-August, as all bets were on monetary recession: Natixis estimates global GDP growth of just 3.1% versus easing in response to deteriorating macroeconomic conditions and 3.7% in 2018. Current data indicate that US GDP decelerated from the escalation of the US-China trade war. Euro bond yields reached 3.1% on average over the first three quarters of 2018 to 2.3% for the new lows: in mid-August the 10-year Bund hit -71.8 bps while same period in 2019. The euro zone experienced a similar slowdown, the 10-year Treasury reached 1.46%. This phase was then followed dropping from 2.1% to 1.3%. Internal growth was resilient, however, by a moderate increase in rates and steeper yield curves for the and helped to offset the impact of a bleak global environment and remainder of the year. Accordingly, the USD and EUR 3M-10Y yield the recession in German manufacturing. France’s growth also proved curves ended the year higher by 36 bps and 46 bps respectively after sturdy, stabilizing at close to 1.3% year-on-year. Annual GDP growth respective lows of -51 bps and -3 bps in late August. in China reached the 6% threshold in the third quarter of 2019. Despite fiscal and monetary stimulus, China’s growth in the first nine Looser central bank monetary policies virtually across the board months of 2019 averaged 6.2% compared with 6.7% year-on-year. resulted in geographic spreads compressing throughout the year, Meanwhile, the economic situation of most emerging economies as demonstrated by the BTP-Bund spread hitting a trough of 129 bps deteriorated in 2019. Standing out from the crowd was Japan, whose in October, and the spread between the US 10Y benchmark and growth accelerated from 0.5% in 2018 to 1.2% in 2019 over the first the rest of the G7 dropping to 130 bps at the end of the year (versus nine months of the year. 160 bps when the year began). The economic slowdown, together with relatively low oil prices, kept Looking at currencies, 2019 saw further appreciation by the USD on the inflation at low to very low levels. Brent crude averaged €64.20 back of solid growth and a Fed Fund rate that stayed persistently a barrel in 2019, down 10% on 2018, despite a year-on-year average higher than the key rates of other major central banks. As a corollary, of +14% in December. Moreover, trade barriers have so far had little the CNY depreciated on a near continuous basis between May and impact on inflation, which remained at a modest 2.2% and 1.2% September to nearly 7.2 against the USD, before making a gradual for the US and the euro zone respectively. recovery to close the year below 7. Finally, from mid-2019, the GBP steadily appreciated against the EUR, jumping higher in mid-December after the Conservative Party won the general elections. All told, the GBP gained more than 6% against the EUR in 2019.
6 NATIXIS MEETING NOTICE 2020 www.natixis.com V V V V V V V V expansion: of NatixisIM’s course the in place took initiatives and projects events, following The thecourse of2019. in theAssetManagementbusinessover developments major of number a saw Management Wealth & Asset plan strategic its clients. value-added solutionsfor atenhancing its aimed Dimension New its out roll to continued also Natixis quarterof2019. inthefirst toBPCE S.A.wasfinalized Services) Securities and Financing Consumer Leasing, matched Guarantees, Financial and Sureties (Factoring, activities banking was retail Natixis’ of sale The assets that risk fact the of was Key 2019 of performance dynamism unique the the noteworthy Also reflecting (+23%). intheUS. especially by the equallystrongperformanceofbonds, Stoxx Euro 26%. the to did close wave as CAC40 posted the (+25%), fresh and 2009 best this 29%, assets its since to recorded of index close performance market USD gained wake World The S&P 500 MSCI stock the The easing. in of monetary all gains virtually double-digit outstanding 2019, macroeconomic in worsening and conditions uncertainties numerous Despite appointment of Joseph Pinto as Chief Operating Officer; ChiefOperating ofJosephPintoas appointment rights thequartersale ofDariusinfourth2019; the and tools IT of governance of each pooling balanced a the with guaranteeing IM structure, Natixis by controlled fixed-income platform euro shared a insurance-related using LBPAM and AM mainly Ostrum of activities management the of a merger of the Postale Banque entailing partnership, La business their expand and and deepen to project BPCE Groupe specialized by announcement new a to affiliate transfer team new the subsidiary; infrastructure through a current investment, Partners, of Mirova’s infrastructure Infrastructure in Vauban specialized of creation investment privatedebtwith: inreal asset ofOstrumAM’soffering launch active Capital Fiera of of2019; inthesecondquarter was concluded that to partnership strategic a of sold part as array 2019 was of quarter in the third Canada Managers NIM wide addition, Investment strategies. In Managers’ Natixis Investment of distributor in Canada, exclusive the becomes Capital Fiera agreement, long-term this Managers. Under Investment Natixis of strategies active global the to access clients Fiera's giving Canada, publicly in leading platform distribution the independent Capital, traded Fiera in stake 11% an of acquisition opportunities new investors, creating grow, staff; for its clientsand international to continue to to opportunity WCM strategies and enable outside the investment Managers This long-term WCM’s distributor Investment to offer exceptions). Natixis specified gives exclusive partnership than WCM’s (other Managers the Company became Investment Natixis consequently (WCM). Management Investment WCM firm US in 24.9% of stake minority a of April 2019 in acquisition in March 2019; ofThematicsAssetManagement launch V V n ue1, 09 a U Ha o La ad tutrd Credit Structured and Loan of Management; Head US as 2019, June 12, on Company US the joined who Yorke, the T. Brian of appointment the in with initiative management debt private the of launch the basedHong KongandSingapore, teamofexpertsin hiring a by Asia in business management debt private the of launch the
events for party with respect totheseITpartywith respecttools; hrb gvn Fea aia’ cins ces o Natixis to access clients Capital’s Fiera giving thereby
Natixis’ business
lines V V V V V over thecourseof2019: earnedthefollowingdistinctions Natixis IM V V V and French both HNWI / to via: business model its Individuals) of services transformation the Worth pursuing is it of Net Individuals), Worth (High Net High range (Ultra complete UHNWI international a offer To management wealth its in as well direct clients. business for as networks the in drive sales strong its to thanks evolve to continued Management Wealth Natixis V V V V netetes te xelne n iest & nlso Awards Inclusion & Diversity in Excellence asset the InvestmentNews: global 16th-largest ranked management company; was Managers Investment Natixis companies: management asset Top 50 Associates Cerulli by 2019 in managers asset headquarters atDecember 31, 2018; AuM andcountryofmain top 400 the of out 16th ranked was Managers Investment Natixis (IPE): Europe Pensions & Investment Germany, were (UK, subsidiaries countries its and US, AustriaandTaiwan); Switzerland, categories and several Natixis in Awards recognized Fund Lipper the At a receive to 10 AssetManagementsector; Executive forhercontributiontothe of one was Management Money from award Management” Asset in “Top Women AlphaSimplex of Kaminski Kathryn the 2019USMorningstarforInvestingExcellence; Awards at Loomis Manager Portfolio the Outstanding named co-manages was Fund, also Bond who Sayles Sayles, Loomis of Fuss Dan Asset Ostrum of CEO as Setbon Management. Philippe of appointment eeal poie a en o dvriiain I nw fes private offers now It amongothers; club, deal estate funds andareal equity co-investment was diversification. of offering means a The provides more generally and June. value clients which in stock, unlisted include Partners to out rounded Massena of acquisition the management streamlined asset have two created the were collective efficiency; processesandimproved operational that as functions well The as companies. Luxembourg, France in in banks, and two the between interactions improving is and out rolled been has which structure, cross-business Bank” “One the ProfessionalCitywire Buyer: 100Club: FT AdviserInvestment Awards”: York New Management Asset in “Women Bonhill/InvestmentNews, of diversity; asachampion Natixis InvestmentManagers recognized V V V 0tp eae otoi mngr, p w pae fo her from places two up managers, ranking in2018. portfolio Citywire’s in female No. 11 ranked 20 top was Sayles Loomis of Riley Eileen North AmericanEquitycategory; FTA Investment100 Club's in the winner the named was fund Leaders Equity US Sayles Loomis The Asset in Women the won Capital Real YorkawardforEstate; Management New AEW of Szymanski Gina MANAGEMENT NATIXIS REPORT AT DECEMBER 31, 2019 MEETING
NOTICE 2020 7
REPORT
MANAGEMENT REPORT AT DECEMBER 31, 2019
V the Insurance platform continues to stand out as a recognized In addition, it continued to develop its social initiatives: volunteer partner to the networks thanks to its increasingly digitized work in Cambodia as part of its partnership with PSE For a Child’s solutions. Satisfaction surveys in progress already show that Smile; and new initiatives as part of the DANA program — Diversity paperless documentation has enhanced the customer experience. @Natixis Asia (APAC Banking School for sharing knowledge between the Bank’s senior and junior staff, Début 2.0 for reinserting banking V the implementation of a collective bargaining agreement professionals into the job market). procedure has helped to better adapt the workforce following the sale of Sélection 1818 in 2018. The Americas platform delivered a solid performance in all its business sectors. It continued to expand its range of solutions and For VEGA Investment Managers, the year’s highlights were: strengthen its expertise in structured finance, acquisition finance V the One Bank project with the first NWM Luxembourg and Capital Markets. It also developed a new activity to extend subscriptions in VEGA IM funds; the lending business to asset management companies. V the strong momentum of the thematic funds created at the end It sold its banking license in Brazil where it now has a representation of 2018; office. It also obtained its broker dealer license in Houston. V signing of the UN-PRI (United Nations — Principles for Responsible Natixis ranked No. 8 on the US market for CLO arrangers (sources: Investment) in May 2019. Bloomberg/Reuters). LatinFinance magazine also awarded Natixis In Employee Savings, sales in the Groupe BPCE distribution the “Infrastructure Bank of the Year — Mexico” for the second year networks remained brisk with a 22% increase in new contracts, running. attributable to the elimination/decrease of the “forfait social” The EMEA platform enjoyed strong business volumes in the (employee social charge) in companies with less than Real Assets sector, particularly in energy and real estate 250 employees. The final adoption of PACTE (France's Action Plan infrastructure projects through the distribution of its assets to a for Business Growth and Transformation) on May 23, 2019 created variety of investors and partners. The loan solutions business on new challenges for the development of employee savings as well as the capital markets also made progress. retirement savings, and Natixis Interépargne is actively preparing The London branch worked on its post-Brexit road map which aims for these. to refocus its resources on UK clients. It also developed initiatives Corporate & Investment Banking’s 2019 highlights included the to encourage diversity and inclusion. continued roll-out of New Dimension strategic plan targets aimed at In the Middle East, Natixis moved ahead on the opening of a Saudi achieving the following goals: to be recognized as a bank that offers Arabian subsidiary in Riyadh, which is expected to fully operational innovative solutions and to become a benchmark bank in four by the end of the first quarter of 2020. This local presence will allow strategic sectors (energy and natural resources, aerospace, Natixis to deepen its relationship with Saudi corporate and infrastructure, real estate and hospitality). Thanks to the diversification institutional clients, as well as with family offices. of its businesses, the Corporate & Investment Banking business line continues to create value despite less favorable conditions for Capital In Capital Markets, Natixis pursued its strategy based on an Markets activities, especially in the first half of 2019. innovative service offering that adapts to the specific needs of customers. It consolidated its long-standing reputation with It continued to develop its expertise in green finance through the Green institutional investors, insurance companies, mutual insurers and & Sustainable Hub, which assists clients in their energy transition. Of supranational agencies, while strengthening its offering to hedge note, Natixis launched its Green Weighting Factor, making it the first funds, pension funds, and asset management companies through bank to actively steer the impact of its balance sheet on climate. its dedicated sales force. Any “green” financing granted by Corporate & Investment Banking is now awarded a bonus, whereas internal profitability is reduced for any Business increased significantly on the credit market. In fixed “brown” (i.e., high carbon, climate risk inducing) financing. Ultimately, income, the financial advisory and engineering team created bespoke Natixis is aiming for a financing trajectory that is consistent with solutions for its clients, in particular structures that enable growth in the objectives of the Paris Agreement on climate change. a persistently low interest rate environment and amid macro-economic uncertainties. In Equity Derivatives, Natixis Natixis continued to develop its advisory services, as shown by continued to flesh out its offering with the addition of thematic the “Most Innovative Investment Bank for Financial Institutions indices, such as a water index, for instance. Group” Award it received from The Banker in recognition of its close relationship with its institutional clients, as well as its ability to deliver In its four strategic sectors, Natixis increased its support for its innovative solutions adapted to their needs. customers by providing a continuum of solutions ranging from financing and investment banking to advisory services. The three Natixis received numerous awards for its expertise and innovation business lines Real Assets (Aviation, Infrastructure, Real Estate & capabilities in the “green” sector: “Deal of the Year” at the SRP Europe Hospitality), Energy and Natural Resources and Distribution and Awards Ceremony 2020; “Social Loan of the Year” and “Green Bond Portfolio Management generated robust activity in both origination of the Year” at the IFR Awards 2019. and distribution. Its three international platforms continued to expand while The Global Energy & Commodities sector assisted its commodity extending their expertise and increasing their visibility: producing, transforming and trading clients in their development and In Asia-Pacific, Natixis expanded its M&A advisory services by financing transactions. In keeping with the bank’s sustainable making a strategic investment in Azure Capital (see below). It also development policy, Natixis arranged multiple deals indexed broadened its franchise in the infrastructure sector by funding its to environmental, social and governance. first offshore wind farm (WPD Offshore), and also did its first The infrastructure sector pursued its efforts in favor of renewable infrastructure financing project in Taiwan. energies, and consolidated its co-investment platform by forming It created an organization to improve coordination among its partnerships with institutional investors. There are currently strategic sectors, investment banking and coverage, and thus 10 partners on the platform, with an investment capacity of nearly enhance its client focus and solutions approach. It also implemented €7.5 billion. Natixis is the world’s number 7 MLA in project financing a new sales road map for Capital Markets. and the number 4 MLA in Europe in infrastructure financing (source: IJGlobal).
8 NATIXIS MEETING NOTICE 2020 www.natixis.com Assurances, CNP and Prévoyance) BPCE and Vie (BPCE 2022 Assurances December 31, Natixis between distribution insurance protection payment from 50% a to Assurances Assurances transition the out CNP set agreements new These CNP 2030. to December 31, between and 2015 and in Natixis signed BPCE BPCE, agreements of Groupe extension the 2019, confirmed December 19, On requirements. client meet better to payouts, guaranteed higher and policies new in increase sharp a with start positive very a had offering Cover Funeral and Insurance Family the competitive, and digital User-friendly, 2019. of quarter second the in networks Populaire Banque the in launched was line insurance protection personal new a insurance personal In projects strategic thetransformation ofNatixisAssurances. that demonstrate major running by plan strategic Dimension New the 2019 In ranks midcaps numberofdealswith by specifically No. 3 Partners international Natixis Natixis’ France, deals of number In by No. 5 out boutiques. rounds seven with resources network natural and energy infrastructure, in specialized boutique Australian this of acquisition the With Capital. of Azure in area investment strategic the a made also in It M&A. internationally expand to contained Natixis 2019, In capital equity French the on amount market euro number by by bookrunner No. 4 No. 3 and volume; of deals, France by in and deals market of IPO by number the on equal) (first No. 1 global ranked was Natixis/ODDO-BHF 2019, In 15 years. in privatization first Jeux’s and des (€1.9 billion) decade the Française of IPO largest was France’s for coordinator Natixis deals, of very a number with side small low relatively the on were volumes where market, IPO the On transactions. large-scale multiple with development their and furthered and France in business brisk did markets capital equity The deepened oftheYearawardfor Danonesocialbondissue. Deal September 2019, won it note, Of issuers. for of categories in Principles the signed all with transition green the funding to commitment its demonstrated Banking which Natixis, 2019. Responsible in active highly market a on bond deals landmark of number a completed Natixis region loans intheEMEA(source:Refinitiv) for sponsored No. 6 and loans sponsored for bookrunner the No. 1 ranked was Natixis market, deals. of range diverse a out competitive carrying by buoyant very was business highly a ways Despite innovative find and France in to improveandsecure thecustomerexperience. develop to continuing while solutions treasury & Trade greenhome loans. and green and sustainable of issuers leading the of one fact, in is, It finance. SRI to commitment its through apart itself sets also Natixis financing credit for MLA (source:Dealogic). in the EMEAregion and bookrunner No. 1 year, consecutive third the for ranked, was Natixis note, Of offering. its diversified and internationally expanded further sector Hospitality & Estate Real The in2019. region clients intheAsia-Pacific award This its for Natixis by Economics. raised funds of volume and Airline quality the underscored by Asia-Pacific in Year the of voted was Bank Natixis 2019, In securitization: in particularly structures, innovative to thanks momentum strong its maintained Aviation The (source: Bloomberg). Insurance division reached an important milestone of its of milestone important an reached division , and more and Mergermarket), & L’Agefi (source: apd p t itrainl expansion international its up ramped aaies 2019 magazine’s Banker The netet banking investment (source: L’Agefi) suc: Natixis), (source: . . 09 a as ya o srtgc atesis o te iiin and division, the for partnerships VISA: with particularly those strategic of year also was 2019 and expertise growthhacking, pricing). of marketing, (data, development range its the for skills essential its new dedicated kept contribute division completing space The momentum, unique methods. recruitment a payment new creating and fintechs, to innovation Payment all host Campus Fintech months. will 2021 by and 2019 summer since Money S creation welcomed already has several synergy last the and for merger way the under of initiatives topped division the for jewel crown This Campus. Fintech a of creation the with 2019 in reached In networkin2019. the BanquePopulaire across out rolled was platform APS the banks, d’Epargne Caisse the non-life pooling and banks at Populaire Banque the for activities office aimed Back and Middle project #Pop’Timiz the of part as Lastly, two-wheeler and auto accident, products. personal home, for solution a out new rolled satisfaction customer improve to project digitalization and transformation management claims Purple#Care the addition, In Natixis 2020, theroll-outof#INNOVE2020program. d’Epargne with from business From Insurance Caisses non-life Caisse of banks.those with together customers individual Populaire Banque new the all Populaire handle of will Banque customers Assurances for and risks d’Epargne on professional focus will of partnership This insurance 2020. January 1, from partnership Covéa the with renew to May 2019, in agreed, was it after realized was Assurances Natixis within customers business and individual for distinct a create and bancassurance specialist fully-fledged a become to ambition BPCE’s Groupe control. OPEX sharingreservesand strengthening itsprofit and rates revaluation of lowering ongoing the in resulted has environment this of persistence the 2019: in profitability and solvency satisfactory maintain to it enabled have environment rate interest low a to adapt to years few last the for taken has Assurances Natixis measures The of2020. asJanuary 1, underwritten BPCEVie, protection by payment individual of 34% for Assurances CNP by reinsurance and n diinl bsns rmie boat n 09 oh in both 2019 in buoyant remained business the division’shistorical businesses... additional, In fraudulent againsttransactions. highest levelofprotection the offering solution, payment omnichannel user-friendly a enjoy will and Shopify platform Shopify the of users collaboration, this as Through merchants. such for operations everyday fintechs simplifying of goal shared the with involved PayPlug, also partnerships Other V V ih h ceto o Xoln, wielbl amns n box a in Payments white-label a Xpollens, of creation the with nter oe s rmu prnr. rue PE il lo involve also will Games, BPCE Groupe Paralympic thisevent. E-Cotizin Payments divisionentity partners. and premium Olympic as and role 2024 spectators in their Paris the the to at experiences delegations payment innovative success to offer this on capitalize to plan BPCE Solutions Groupe Payments Natixis Visa, and occasion. the for especially created bracelets payment and cards contactless prepaid use to fans allowing France, in Cup World Women’s FIFA 2019 the for implemented solutions the instant and accountadministration; instant paymentto cards to payment issuing from ranging services, a payment incorporate of range easily complete can users solution, this With corporates. and merchants fintechs, to services payment innovative offering solution Payments , a key milestone in the construction of the division was division the of construction the in milestone key a , MANAGEMENT NATIXIS o-ie Insurance non-life REPORT AT DECEMBER 31, 2019 MEETING
NOTICE 2020 uies model business 9
REPORT
MANAGEMENT REPORT AT DECEMBER 31, 2019
V driven by strong growth in payment solutions for which transaction ... and fintech activities: the growth of volumes collected by PayPlug processing volumes continued to rise at a steady pace (+16% for and Dalenys, for instance, reached record a record 83% and 21% card authorizations and +11% for transaction cards); and in 2019 year-on-year. V by the volume of NIT issuance, up 7%, after the entity was selected This development of the business lines went hand-in-hand with: by the SNCF for its staff restaurant vouchers. V a 6.4% increase in liquidity needs year-on-year; V the consumption of Basel 3 RWA was stable year-on-year at €99.0 billion.
Consolidated results
Change 2019/2018 2019 2018 (in millions of euros) pro forma Current Constant Net revenues 9,196 8,749 5.1% 3.1% o/w business lines 8,365 7,958 5.1% 2.9% Operating expenses (6,632) (6,357) 4.3% 2.4% Gross operating income 2,564 2,391 7.2% 5.0% Provision for credit losses (332) (193) 72.0% Operating results 2,232 2,199 1.5% Associates 21 29 (27.4)% Gains or losses on other assets 687 54 Change in the value of goodwill 5 0 Pre-tax profit 2,945 2,281 29.1% Income taxes (669) (673) (0.6)% Non-controlling interests (380) (303) 25.4% Net income (Group share) 1,897 1,306 45.2% Cost/income ratio 72.1% 72.7% ROE 11.1% 9.2% ROTE 14.3% 11.8%
Analysis of changes in the main items Operating expenses and headcount comprising the consolidated Recurring expenses totaled €6,632, up 2.4% at constant exchange rates compared with 2018. Asset & Wealth Management expenses income statement were up 3% at constant exchange rates. CIB expenses came down very slightly by -0.3% at constant exchange rates, while those of the Net revenues Insurance and Payments divisions rose 7% and 8.5% respectively. Natixis’ net revenues stood at €9,196 million at December 31, 2019, Financial investments expenses were up 6.5%. Corporate Center up 3.1% from 2018 at constant exchange rates. expenses were stable at€497 million, despite increasing the contribution to the Single Resolution Fund to €170 million in 2019 At €8,365 million, net revenues generated by the main business versus €160 million in 2018. lines were up 2.9% at constant exchange rates versus 2018. The various divisions posted stable or increased revenues. Asset & Headcount at the end of the period stood at 19,639 FTE, up 3% Wealth Management net revenues gained 4.1% at constant year-on-year, with a 2% increase for the business lines and Financial exchange rates. Corporate & Investment Banking net revenues were investments, and 6% growth for the Corporate Center with the virtually stable at constant exchange rates. The Insurance and strengthening of the control functions and the expansion of the IT Payments divisions were up 7% and 8.5% respectively. teams in Porto.
Financial investments net revenues totaled €772 million in 2019, Gross operating income up 4.1% compared with 2018, €712 million of which for Coface. Gross operating income stood at €2,564 million in 2019, up 5% The Corporate Center’s net revenues totaled €59 million in 2019. at constant exchange rates versus 2018. They include +€19 million for the return of foreign-currency DSNs to the historic exchange rate, versus +€48 million in 2018.
10 NATIXIS MEETING NOTICE 2020 www.natixis.com versus 2019 in €2,945 million totaled €2,281 million in2018. therefore profit Pre-tax €5 millionin2019. Change inthevalueofgoodwillreached versus 2019, of quarter €54 million in2018. first 2019, the in in BPCE S.A. retail to €687 million the activities of banking totaled disposal the assets to attributable was other €697 million of which on losses or Gains €29 million in2018. from Revenues a €193 million. as versus lines 2019 totaled in 19 basis pointsin2018. business points 50 basis main it to amounted the assets of where of percentage losses 2018 credit for first-half The provision with compared 2019, in €332 million At Pre-tax profit lme t €1mlin n 09 versus 2019 in €21 million to climbed Associates was up sharply up was losses credit for provision items) came to 10.0% in 2019, giving an accounting ROTE accountingof14.3%. givingan to10.0% in2019, items) came ROTE management Consolidated ROEof11.1%. to7.8%2019,an accounting items) cameingiving ROE management Consolidated from gains capital activities toBPCE S.A. ofretailbanking the sale exceptional the to owing 2018 from up sharply in share) (Group -€304 million net income incorporating After effective taxrateof22.9%. recurring The share) Recurring income(Group net xess ae o 69mlin n 09 wt an with 2019, in €669 million to came expenses tax MANAGEMENT mutd o 187mlin n 2019, in €1,897 million to amounted NATIXIS fe tx ecuig non-recurring (excluding tax after after tax (excluding non-recurring (excluding tax after REPORT AT DECEMBER 31, 2019 MEETING o-otoln interests, non-controlling
NOTICE 2020 11
REPORT
MANAGEMENT REPORT AT DECEMBER 31, 2019
Consolidated financial statements and notes
Consolidated balance sheet – Assets
(in millions of euros) Notes 31/12/2019 31/12/2018 (a) Cash, central banks 21,016 24,291 Financial assets at fair value through profit or loss 8.1 228,802 214,086 Hedging derivatives 8.2 325 306 Financial assets at fair value through other comprehensive income 8.4 12,076 10,798 Debt instruments at amortized cost 8.6.3 1,558 1,193 Loans and receivables due from banks and similar items at amortized cost 8.6.1 48,115 27,285 Loans and receivables due from customers at amortized cost 8.6.2 71,089 69,279 o/w institutional operations 852 839 Revaluation adjustments on portfolios hedged against interest rate risk Insurance business investments 9.4 108,053 100,536 Current tax assets 348 258 Deferred tax assets 1,388 1,456 Accrual accounts and other assets 8.9 13,624 14,733 Non-current assets held for sale (b) 0 25,646 Deferred profit-sharing Investments in associates 743 735 Investment property 0 0 Property, plant and equipment 8.10 1,425 420 Intangible assets 8.10 717 678 Goodwill 8.12 3,891 3,796 TOTAL ASSETS 513,170 495,496
(a) The information reported at December 31, 2018 has not been restated for the impact of the first-time application of IFRS 16 “Leases”, in accordance with the option available under this standard and the amendment to IAS 12 “Income Taxes”. The impacts of the first-time application of the amendment to IAS 12 and to IFRS 16 on the opening balance sheet at January 1, 2019 are presented in detail in Notes 1 and 2, respectively. (b) Corresponds to the SFS business lines recognized in non-current assets held for sale as at December 31, 2018 and sold to BPCE in the first quarter of 2019 (see Notes 3.6 and 4.1).
12 NATIXIS MEETING NOTICE 2020 against interest Revaluation adjustments Debt securities Customer deposits www.natixis.com (b) (a) TOTAL LIABILITIES AND SHAREHOLDERS’EQUITY Non-controlling V V V V V Deferred Current items tobanksand similar Due derivatives Hedging Financial liabilities tocentral banks Due (in millions ofeuros) andshareholders’equity Consolidated balancesheet–liabilities Liabilities accountsandotherliabilities Accrual Shareholders' equity (groupshare) Shareholders' equity Provisions debt Subordinated policies Liabilitiesrelated toinsurance Net income Net directly in equity gainslossesNon-recyclable andrecognized directlyin equity recognized Gains andlosses reserves Consolidated Share capital &reserves Share capital o/w o/w institutionaloperations o/w o/w institutionaloperations o/w (see Notes 3.6 and4.1). Corresponds tothebusiness SFS to IAS 12 with the option informationThe reportedat institutionaloperations tax liabilities tax tax liabilities tax on assets held for sale onassetsheld for
and to IFRS 16 on the opening balance sheetat and toIFRS 16onopeningbalance the interests rate risk rate at fair atvalue available underthis available onportfolios hedged through
December 31, (b) lines recognized in non-current assetsheldfor recognizedinnon-current saleas lines standard and the amendmentTaxes”.Theofthestandard andthe toIAS 12“Income impacts first-time profitor
2018 has not been restated for the impact2018 the of hasnotbeenrestatedfor first-time loss
January 1, are 2019
presented Notes 8.14 8.13 8.13 8.16 8.15
8.2 8.1 8.8 8.9 9.5 at in detail inNotes 1 in detail
December 31,
application of IFRS 16 “Leases”, inaccordance application ofIFRS 16“Leases”, MANAGEMENT
2018 andsoldtoBPCE2018
and 2, respectively. 31/12/2019 NATIXIS 513,170 218,279 100,545 47,375 30,485 71,927 11,036 16,148 19,396 1,430 1,897 1,093 5,583 1,642 3,971 (212) REPORT AT DECEMBER 31, 2019
application of the amendmentapplication ofthe 571 157 626 616 964 46 0 0 0 MEETING in the first quarter of 2019 quarterof2019 in the first
NOTICE 2020 31/12/2018 495,496 208,183 34,958 35,991 73,234 11,036 15,359 89,538 19,916 1,279 1,577 6,654 9,737 1,681 3,964 (42) 505 108 692 529 505 952 46 (a) 9 1 13
REPORT
MANAGEMENT REPORT AT DECEMBER 31, 2019
Changes in regulatory capital, regulatory own funds requirements and ratios in 2019
Regulatory capital and capital adequacy ratio In accordance with the Basel 3/CRR regulatory framework, under Pillar I these ratios must exceed the minimum limits of 4.5%, 6% and The 2019 CET1, Tier 1 and total ratios are presented below by major 8%, respectively, in addition to the cumulative safety buffers component. The same ratios for 2018 are shown by way of comparison. of 7.21%, 8.71% and 10.71%, respectively for 2019.
Total capital ratio
(in millions of euros) 31/12/2019 31/12/2018 Shareholders’ equity (Group share) 19,396 19,916 Deeply subordinated notes (DSNs) 1,978 1,978 Perpetual subordinated notes (PSN) 0 0 Consolidated shareholders’ equity (Group share) net of DSNs and PSNs 17,418 17,938 Minority interests (amount before phase-in arrangements) 286 241 Intangible assets (479) (580) Goodwill (3,385) (3,330) Dividends proposed to the General Shareholders’ Meeting and expenses 0 (944) Deductions, prudential restatements and phase-in arrangements (1,696) (1,374) Total Common Equity Tier 1 capital 12,145 11,951 Deeply subordinated notes (DSNs) and preference shares 2,165 2,145 Additional Tier 1 capital 0 0 Tier 1 deductions and phase-in arrangements (22) (22) Total Tier 1 capital 14,288 14,074 Tier 2 instruments 2,996 3,131 Other Tier 2 capital 26 34 Tier 2 deductions and phase-in arrangements (760) (761) Overall capital 16,550 16,477 Total risk-weighted assets 98,990 109,225 Credit risk-weighted assets 73,117 84,245 Market risk-weighted assets 11,109 9,635 Operational risk-weighted assets 13,733 15,345 Other risk-weighted assets 1,031 Capital adequacy ratios Common Equity Tier 1 ratio 12.3% 10.9% Tier 1 ratio 14.4% 12.9% Total capital ratio 16.7% 15.1%
Common Equity Tier 1 (CET1) capital totaled €12.1 billion at Accompanying these factors is a -€0.9 billion impact relating December 31, 2019, up +€0.2 billion over the year attributable notably to: to the disposal of the retail banking business and its acquisition by BPCE S.A.: the pay-out of a special dividend of -€1.5 billion over V common net income (excluding the capital gain following the financial year having been partially offset by a +€0.6 billion the disposal of the retail banking activities) at +€1.2 billion; capital gain on the disposal. V changes in other items of comprehensive income (recyclable gains Additional Tier 1 capital remained stable at €2.1 billion. and losses directly recognized in shareholders’ equity and exchange rate effect relating to changes in the euro/dollar Tier 2 capital came down slightly to €2.3 billion, the discount on exchange rate) for +€0.4 billion; issuance totaling €0.1 billion for the period. V prudential deductions relating to goodwill and intangible assets At €99.0 billion, risk-weighted assets decreased by -€10.2 billion (-€0.1 billion), deferred tax assets on losses carried forward in 2019. (-€0.1 billion) and, for the first time in 2019, security deposits to the SRF and DGS (-€0.1 billion); V perpetual deeply subordinated notes (pay and conversion impact) for -€0.2 billion.
14 NATIXIS MEETING NOTICE 2020 www.natixis.com earnings distributable showed €1,008,081,398.50, of €3,250,193,296.65. of retained account earnings into taking and, €2,242,111,898.15 of income net positive showed 2019, December 31, at statements financial Natixis’ Proposed allocation of earnings BPCE, to sold SFS, of subsidiaries the fromCoface. fromNatixis Assurancesand+€28 million +€45 million by paid dividends the to -€186 million Managers, Investment Natixis subsidiary Management Asset the by paid dividend lower the to attributed be can -€457 which of customers, €570 million, by sheet decreased subsidiaries Natixis by paid Dividends off-balance with on transactions income financial instrumenttransactions. service orpayment in -€59 million on and commission transactions, securities in +€35 million and -€22 million decrease fee transactions, a net and in France +€73 million into down broken be can income commission and fee in Mainland change This branches. in foreign by recorded business a in of -€9 million from increase resulting +€27 million, +€36 million by increased income commission and fee Net branches. foreign for +€41 million with and France Mainland compared in business for +€23 million +€64 million: by rose income interest Net decrease €68 milliondecreaseinoperatingexpenses. a -€468 million despite and revenues, in decrease €535 a to due 2018, December 31, at a income stood operating gross +€1.292 million, Natixis’ 2019, December 31, At Natixis S.A.’s incomestatement parentcompany longer no will Information concerning Natixis S.A. Natixis — announcement the after months several given which, until — sale completed the After be share. per not €10.70 Coface’sBoardofDirectors. be represented on of may price unit required, a for Coface authorizations in stake the regulatory its of 29.5% of sale the for agreement of a preliminary On Post closingevents eray , 00 te or o Drcos prvd h 21 fnnil ttmns O Fbur 2, 00 Ntxs none te signing the announced Natixis 2020, 25, February On statements. financial 2019 the approved Directors of Board the 2020, 6, February anns n oaiy o eand anns hs aon after amount whose earnings retained to distributable allocation is€3,250,193,296.65. totality the allocate in to proposes earnings 2020, May 20, on Meeting Shareholders’ General the before put be will resolution that third The €438,497 million totaled 2018. atDecember 31, versus €406,868 million sheet balance the 2019, December 31, At +€1,834 million versus +€2,242 million was in 2018. tax after income Services Net Securities Guarantees, and Financial & Finance Sureties Servicesdivision. Specialized Financial businesses oftheformer Consumer the of Factoring, BPCE Leasing, to sale the gain from capital €1,092 the to corresponding largely +€1,259 million, to amounted assets fixed on gains/(losses) net 2019, December 31, At +€863 million, to down-€669 million. income operating brought items these Together, and which (of rebilling €201 million up was to-€429 million. activityinMainland France) +€145 million for losses of credit for provision net net The services external in incosts andtaxes. -€15 million -€26 million costs, payroll in -€28 million including €68 million, fell expenses Operating transactions carried outbybranches. foreign i.e. for -€26 million €66 million, and France by Mainland increased for +€93 million transactions book trading on Gains MANAGEMENT NATIXIS REPORT AT DECEMBER 31, 2019 MEETING
NOTICE 2020 15
REPORT
MANAGEMENT REPORT AT DECEMBER 31, 2019
Payment terms
Pursuant to Article D.441-4 of the French Commercial Code, supplier invoices that have been received but remain unpaid at the reporting date (for a total amount including tax of €101.5 million) are as follows:
Invoices received but still unpaid at the end of the period
0 day Total (indicative) 1 to 30 days 31 to 60 days 61 to 90 days 91 days and over (1 day and over) Total amount of invoices 1.5 3.0 7.2 affected, including tax (in millions of euros) 94.3 1.1 1.6 Percentage of the total amount of purchases, including tax, for the period 6.17% 0.07% 0.10% 0.10% 0.20% 0.47% Number of invoices concerned 2,673 832
This information does not include banking transactions and related operations. For debt and receivables associated with Natixis S.A. clients, please refer to Note 37 of Chapter 5.3 on assets and liabilities by maturity, which provides information on their residual maturity.
Outlook for Natixis
2019 closed on a positive note in terms of the global trade outlook: In 2020, Natixis will complete the implementation of the New Dimension the risk of a hard Brexit was ruled out, and the US and China reached strategic plan to give clients a broader range of high added-value a partial agreement that was then signed on January 15, 2020. While solutions through three powerful initiatives: deepening the this progress does not eliminate all the uncertainties (especially transformation of the business model that successfully began under the impact of the coronavirus outbreak on global growth and Natixis' the New Frontier plan; allocating a significant portion of investments businesses, which has yet to be assessed), such progress should bring to digital technologies; and differentiating itself by taking the lead about a cyclical recovery. Survey data at the beginning of 2020 indicate in areas where Natixis’ teams are recognized for their exceptional improvement in the manufacturing sector, which can vary in strength expertise. All this will take place in a persistently volatile economic and (weak in the euro zone, robust in the US) depending on the region. geopolitical setting, especially in light of the coronavirus and its impact on the global economy, despite signs of improvement in the second half Combined with what is expected to remain a loose policy mix of 2019 after 12 lackluster months. This context and volatility make (particularly as central banks maintain the status quo) and a relatively it difficult to predict whether all the New Dimension 2020 goals will tight job market, this cyclical recovery will support growth over the be achieved. The plan will come to an end this year and will next quarters. We can therefore expect to see a 2.5% increase in GDP be succeeded by a new strategic plan that will be presented, together in the US in 2020. With the risk of escalation in the US-China trade with new medium-term goals, by the end of 2020. war now limited, China can expect its growth to slow to 5.7%, which has more to do with structural factors than external trade risks. Recovery in the euro zone will be relatively slack in the first part of the year but is expected to gradually firm up (0.8% expected in 2020 after 1.2% in 2019). France should outperform the euro zone with stable growth in the region of 1.2%, while Germany will see its second consecutive year of weak growth (0.5%).
16 NATIXIS MEETING NOTICE 2020 Dividend per share Dividend per Income amortization and amortization and amortization and Income amortization and www.natixis.com (a) benefits securityotheremployee Social and Total payroll ofemployees Number Employees Income Operational paid Dividends Income Revenuesnetof tax Overall resultsoperations ofeffective Number ofbondsredeemableNumber inshares issued ofshares Number capital Share Financial positionat year-end Category oftheFrenchDecreeonCommercialCompanies) 148 (Art. 133,135and years performanceoverthe lastfive Company financial said where information, requires certain explain Code publicoffer. impact intheeventofa information mayhavean and disclose Commercial to market French regulated a on trading for the admitted are securities whose companies of Article L.225-37-5 Commercial Code Information from Income - - o/w for 2018: a special dividendof€1,512,138,524.16. aspecial anordinarydividendof€945,086,577.60; after tax, depreciation, after tax, but afterbeforedepreciation, tax, depreciation, after taxes beforetax,depreciation, ofbondsconvertibleintoshares resultper share costs (a) provisions provisions provisions provisions
Article L.225-37-5 92626338 09113362 48236954 14520291 23,040,275,032.80 31,465,230,299.13 24,812,396,935.44 20,911,153,316.23 19,286,206,333.81 ,3,2,1.016148733 ,7,8,8.718438737 2,242,111,898.15 2,457,225,101.76 1,834,308,793.77 1,160,823,288.06 1,678,182,285.17 1,097,976,103.00 1,621,448,753.36 1,094,844,717.75 1,134,225,514.40 5,044,925,571.20 5,040,461,747.20 5,019,776,380.80 5,019,319,328.00 5,005,004,424.00 3,0,8.53463944 5,1,2.92958633 120,723,077.77 269,538,633.33 255,217,927.59 364,623,914.40 139,005,181.75 4,3,8.38801600 9,2,9.19610157 916,358,847.83 916,160,105.76 899,121,895.31 878,011,680.00 840,134,680.53 4,8,8.63830691 0,0,3.54115064 523,163,629.26 421,145,026.49 503,004,737.45 388,380,689.14 349,581,989.26 7,3,3.710177087 ,5,1,1.316037457 2,205,278,559.53 1,610,377,425.74 1,058,912,618.73 1,061,747,058.72 872,230,135.57 ,2,2,6 ,3,7,8 ,3,6,3 ,5,8,9 3,153,078,482 3,150,288,592 3,137,360,238 3,137,074,580 3,128,127,765 7,318 2015 0.35 0.36 0.32 0 0 tutr, aii blee ta a otl tkoe bd ol have would bid takeover hostile very little chanceofsucceeding. a that believes Natixis capital structure, its Given 2019. December 31, at rights voting the of 70.68% and capital share the of 70.64% held BPCE shareholder main Natixis’ 7,387 2016
0.35 0.52 0.45 of the French 0 0 MANAGEMENT 7,513 2017 0.37 0.53 0.42 0 0 NATIXIS REPORT AT DECEMBER 31, 2019 MEETING 7,462 2018 0.78 0.58 0.60 0 0
NOTICE 2020 7,255 2019 0.71 0.74 0 0 17
REPORT
Environmental and social responsibility (ESR)
ENVIRONMENTAL AND SOCIAL RESPONSIBILITY (ESR)
ESR COMMITTED TO SUSTAINABLE FINANCE Natixis’ social and environmental responsibility is part of the New Dimension strategic plan for 2018-2020. Our ESR policy underlies all our activities, business lines and processes.
The ESR policy has three priorities
Direct Impact Sustainable business Risk & Commitment development management
Raising employee awareness, reducing our Contributing to the energy transition and Including ESG criteria in financing impact on the environment, responsible helping clients move towards and investment solutions. purchasing, involvement in solidarity-based a sustainable business model. initiatives.
Support for the Sustainable Development Goals (SDGs)
Natixis has identified 11 priority goals in terms of its The SDGs guide all the actions financing and investment activities and the management of its taken under the CSR policy. direct impacts.
Value creation in 2019
CLIENTS EMPLOYEES SOCIETY
Endorsement of the €110.8bn % Women’s 30 Empowerment in assets incorporating of women in the Senior Principles ESG criteria Management Committee No.4(1) global MLA(2) 20 79% Signature of the in the renewable hours of training employee Principles for energies sector per employee pride rate Responsible Banking
(1) Source : IJGlobal. (2) MLA : Mandated Lead Arrangers.
18 NATIXIS MEETING NOTICE 2020 ENVIRONMENTAL AND SOCIAL RESPONSIBILITY (ESR)
TAKING ACTION AGAINST CLIMATE CHANGE Natixis pursues a proactive policy to reduce the impact of its activity on the environment, by integrating the risks linked to climate change, pollution, loss of biodiversity or the increasing scarcity of resources. To comply with the scenario of limiting global warming to 2 °C, Natixis leads its financing and investments towards a low carbon economy. ESR
FINANCING THE ENERGY TRANSITION ENVIRONMENTAL RISK MANAGEMENT VVRenewable energy: €2.1 bn arranged in 2019. VVSignatory of the Equator Principles since 2010. VVGreen Bonds: €15.1 bn VVExclusion policy: selection and exclusion arranged in 2019. linked to environmental risks. Lowering VVSustainable real estate: €490 m of the Coal Policy threshold to 25%. financings with certification VVEnvironmental and social screening tool on asset in 2019. of our clients. VVNatural capital: €300 m managed by Mirova.
NATIXIS DECARBONIZING REDUCING OUR DIRECT main actions OUR PORTFOLIOS CARBON FOOTPRINT for environment preservation VVMeasurement of the portfolio’s carbon VVEnvironmental certification footprint and alignment of portfolios of buildings. with the 2 °C scenario. VVSignature of the Paris VVEvaluation of the trajectory Climate Action agreement. of all Mirova’s portfolios at 1,5 °C. VV30% reduction in energy VVImplementation of the 2 °C alignment consumption since 2010. of Natixis Assurances’ portfolios SHAREHOLDER ENGAGEMENT by 2030.
VVIntegration of climate issues and energy performance in shareholder dialog.
Innovation: Natixis is decarbonizing its balance sheet with the Green Weighting Factor
In 2019, Natixis was the first bank to manage the climate impact of its balance sheet using the Green Weighting Factor. This internal capital allocation model adjusts the return on each credit facility according to its impact on the climate. This rating system influences individual decision- making on transactions and encourages teams to favor green financing solutions for an equivalent level of credit risk.
www.natixis.com NATIXIS MEETING NOTICE 2020 19 Strategic plan
STRATEGIC PLAN
STRATEGIC PLAN NEW DIMENSION : NATIXIS’ 2018-2020 STRATEGIC PLAN following the success of the New Frontier strategic plan (2014-2017)
The New Dimension ambition: differentiation and sustainable value creation through targeted expertise.
NATIXIS ADOPTED 3 STRATEGIES
DEVELOPING ENHANCED CAPITAL THE BUSINESS LINES AGILITY GENERATION
DIVERSIFICATION OPERATIONAL STRONG VALUE OF SOURCES OF REVENUES EFFICIENCY CREATION
VVA balanced and diversified business Transformation & operational excellence VVDes métiers aux RoE élevés et durables. model between banking and program: target of €300m in recurring VVUn potentiel de croissance significatif non-banking activities, the latter annual savings by 2020. grâce à des expertises sectorielles representing ~60% in 2019 vs. ~45% in différenciantes. 2017 and ~50% in 2013. VVOutside Europe: >50% of Asset & Wealth Management revenues excluding NEW WAYS DISPOSAL OF NATIXIS Europe, 37% for Corporate & Investment Banking CIB. OF WORKING RETAIL ACTIVITIES
VVShared tools and mobile systems for all. Acceleration of the asset-light model. VVIncreased telecommuting.
LOW DEPENDENCE ON INTEREST INCOME
Share of NII in net revenues: 9% in 2019 vs. 12% in 2018 and 33% in 2013.
DIGITAL SIMPLIFYING MANAGED TRANSFORMATION THE ORGANIZATION RWA GROWTH
Major initiatives across the business lines New leadership roles aimed at increasing RWA growth target below net revenue (user platforms, automation, overhaul span of control by 35%. growth forecasts for the period of of business processes, etc.). the strategic plan.
20 NATIXIS MEETING NOTICE 2020 STRATEGIC PLAN
New Dimension strategic plan has been deployed in all of our business lines
ASSET & WEALTH MANAGEMENT:
Strengthening our brands with Natixis Investment Managers and Ostrum Asset Management, and enhancing our active management capacity with the "Active Thinking" concept. Targeted investments made in alternative management activities, conviction-led investing and solutions offerings. Increasing our operational efficiency by merging affiliates, taking operational efficiency actions, and strengthening our customer relationship management within distribution. Creation with La Banque Postale Asset Management of a major European player in insurance-related and euro fixed-income asset management.
CORPORATE & INVESTMENT BANKING: STRATEGY Vigorous development of our four chosen strategic sectors*. Strengthening of the originate-to-distribute model by diversifying distribution channels and forming new partnerships. Developing the M&A network through the acquisition of four new boutique advisory firms: Fenchurch Advisory Partners (FIG), Vermilion Partners (China), Clipperton (Technology), Azure Capital (Australia). Developing the Green & Sustainable Hub and running the Green Weighting Factor.
INSURANCE: Realization of Natixis Assurances’ ambition to become a fully-fledged insurer for the Groupe BPCE networks, the Banque Populaire and Caisse d’Epargne banks. Renewal of the partnership between Groupe BPCE and Covéa, and resumption of the Banque Populaire network’s new non-life insurance activities. Technological development to the highest standards of the customer service industry. Higher ratio of unit-linked assets for life-insurance products than the market.
PAYMENTS: Sustained revenue growth (x1.26 vs FY17). Growth in direct distribution revenues (>40% vs. -30% in 2017). Complete range of payment services structured around three divisions: processing and services, retail solutions, prepaid and issuance.
*Energy & Natural Resources, Infrastructure, Aviation, Real Estate & Hospitality
www.natixis.com NATIXIS MEETING NOTICE 2020 21 Corporate Governance of Natixis
CORPORATE GOVERNANCE OF NATIXIS
PROFILE
A GOVERNANCE STRUCTURE SUPPORTING NATIXIS STRATEGY
Board of Directors at March 1, 2020
DIRECTORS 2 FROM BPCE
DIRECTORS FROM CAISSES 4 D’ÉPARGNE DIRECTORS Laurent Catherine FROM BANQUE Mignon Halberstadt 4 POPULAIRE CHAIRMAN
Nicole Dominique Etchegoïnberry Duband
Thierry Alain Cahn Condaminas
Christophe Daniel de Pinault Beaurepaire BOARD OF DIRECTORS Bernard Sylvie Dupouy Garcelon
INDEPENDENTS 5 DIRECTORS NON-VOTING 1 MEMBER
Anne Catherine Bernard Lalou Pariset Oppetit Henri Proglio
François Riahi CHIEF EXECUTIVE OFFICER Nicolas de Diane Tavernost de Saint Victor
OTHER ATTENDANTS TO THE BOARD
STATUTORY CHIEF FINANCIAL CORPORATE BOARD SOCIAL AND ECONOMIC AUDITORS OFFICER SECRETARY SECRETARY COMMITTEE REPRESENTATIVES Deloitte & Associés Nathalie Bricker André-Jean Olivier Aline Braillard Sylvie Pellier Pricewaterhousecoopers Laurent Jacquel
22 NATIXIS MEETING NOTICE 2020 CORPORATE GOVERNANCE OF NATIXIS
12 MEETINGS (IN 2019)
Directors Non-voting Independents Gender balance Attendance Training member directors rate sessions 15 1 1/3 40% 91 % 16
Map of expertise for members of the Board of Directors A detailed map of the expertise of members of the Board of Directors is provided in section 2.2.
10 BANK/INSURANCE
7 FINANCE/ACCOUNTING
7 CORPORATE MANAGEMENT GOVERNANCE
6 RISK
7 BUSINESS STRATEGY
4 INTERNAL CONTROL/AUDIT BUSINESS TRANSFORMATION 5 AND TECHNOLOGY 3 GOVERNANCE/LEGAL
2 INDUSTRY
2 HUMAN RESOURCES
Special Committees of the Board of Directors at March 1, 2020
AUDIT COMPENSATION APPOINTMENT STRATEGIC RISK COMMITTEE COMMITTEE COMMITTEE COMMITTEE COMMITTEE
5 5 7 6 16 members members members members members
Attendance Meeting Attendance Meeting Attendance Meeting Attendance Meeting Attendance Meeting 91 % 9 92% 5 90 % 3 100% 3 90% 5
www.natixis.com NATIXIS MEETING NOTICE 2020 23 CORPORATE GOVERNANCE OF NATIXIS
Curriculum vitae of director whose approval of the co-opting be submitted to the General Shareholders’ Meeting
Dominique Duband (since February 6, 2020) Chairman of the Steering and Supervisory Board of Caisse d’Epargne and Prévoyance Grand Est Europe
Born March 10, 1958 Director KEY ADVISORY SKILLS Nationality: French First appointed: V Expertise in management and corporate strategy co-opted by the Board of Directors Natixis shares held: 616 V Knowledge of the banking on February 6, 2020 business Address: (a) 50 rue de Laxou Term expires: 2022 AGM 54000 Nancy Member — Strategic Committee First appointed: Board Meeting of February 6, 2020
A graduate of the National School of Public Works of the State (ENTPE) Other offices held in 2019: and holding a postgraduate degree in Corporate Administration, Within Groupe BPCE: Dominique Duband began his career as an engineer in the departmental infrastructure directorate, then the general council of the V Chairman of the Steering and Supervisory Board, Member Meurthe-et-Moselle department in France, before joining urban planning of the Risk Committee, Chairman of the Compensation Committee semi-public corporation Solorem in 1989. and Appointment Committee of Caisse d'Epargne et de Prévoyance Grand Est Europe CEGEE (since 28/05/2018) In 1991 he joined the Batigère group as a new building operations Manager. After five years in charge of rental management, he became V Member of the Board of Société Locale d'Épargne Director of Batigère Nancy in 1997. In 2001 he was appointed to the Meurthe-et-Moselle (since 15/02/2016) Batigère group Board, then became Chairman of the Board from 2002 V Member of the Supervisory Board of: Banque BCP Luxembourg to 2014 and subsequently Chairman of the Supervisory Board from (since 03/07/2018) June 2014 to June 2018. Outside Groupe BPCE: In 2016 he was appointed Director of the Société Locale d’Épargne V Member of the Supervisory Board of: Batigère Meurthe-et-Moselle. (from 29/06/2017 to 25/03/2019) In 2018 he became member of the Supervisory Board of Banque BCP V Member of the Board of: Présence Habitat (since 18/06/2009), Luxembourg, and has been Chairman of the Steering and Supervisory Érigère (from 29/06/2009 to 14/06/2019), Batigère Rhône-Alpes Board at Caisse d’Epargne Grand Est Europe since May 28, 2018. (since 19/06/2008), Batigère Groupe (since 20/07/2017), Livie (since 27/06/2018), AMLI (association) (since 18/06/2008), Fédération Nationale des S.A. et Fondations d'HLM (since 16/06/2016), Avec Batigère (association) (since 29/06/2017), Fondation d'Entreprise Batigère (since 22/05/2017), GIE Batigère Développement Grand Paris (from 27/06/2017 to 15/05/2019), Coallia Habitat (since 26/06/2019), Coallia (association) (since 26/06/2019) V Permanent representative of the Batigère group, Member of the Supervisory Board of Batigère Île-de-France (from 26/06/2018 to 31/10/2019) V Chairman of the Board of Directors of: Interpart (since 28/06/2018)
Compliance with rules governing Afep-Medef Code French Monetary and Financial Code the number of offices held compliant compliant
Offices held in previous fiscal years
2015 2016 2017 2018 V Chairman of the Supervisory Board of Batigère-Sarel (1) (since June 2014) O (until June 2017) V Chairman of the Supervisory Board of Batigère (1) (since 29/06/2014) O (until 18/06/2018) V Permanent representative of Interpart, Member of the Board of Soval (1) (since 18/06/2015) O (until 19/06/2018) V Permanent representative of Batigère Île-de-France, Member of the Board of Novigère (1) (since 30/06/2014) O (until 20/06/2018) V Permanent representative of Batigère Sarel, Member of the Board of CILGERE Entreprises Habitat Constructions (1) (since 07/03/2014) O (until 20/05/2016) V Chairman of Association Réseau Batigère (1) (from 09/02/2012 to 19/05/2015) V Member of the Board of AORIF (association) (1) (since 03/12/2014) O (until 10/11/2016) V Member of the Steering and Supervisory Board of Caisse d'Epargne of Lorraine Champagne Ardenne CELCA (since 2016) O (until 2018)
(a) 2022 AGM called to approve the financial statements for the year ended December 31, 2021. (1) Company outside Groupe BPCE.
24 NATIXIS MEETING NOTICE 2020 www.natixis.com (a) Occitane BanquePopulaire Officerof Executive Chief Alain Condaminas to theGeneralShareholders’Meeting Curriculum vitaeofdirectorswhosereappointmentbesubmitted V V V V 2015 Banque of Officer Executive Chief Banque been since2006. Populaire Occitane has today’s Condaminas create Alain to Toulouse-Pyrénées Populaire Occitane. Populaire with 2006 in Banque of merger second a then l’Aveyron, Banque de Head et Tarn of Banque du Populaire with Officer merger as a Executive oversaw he Chief 2003 subsequently In Quercy-Agenais. became Populaire he and 2001 In Department, Operations. Resources the supervising Human Production, a of Head and as Toulouse-Pyrénées Economics Populaire joined in He Banque at Techniques. working began he Degree 1992 In 1984. in Banking Populaire Banque Groupe and Master’s Finance in a degree postgraduate has Condaminas Alain (since15/03/2007) InternationalInvestment Managers ofNatixis oftheBoard Member 2007) Immocarso (since ManagerofSNC Occitane, BP Representativeof Permanent (since 16/12/2015) RiskCommitteeofBPCE and oftheSupervisoryBoard Member (from 27/06/2012 to 19/05/2015) of Natixis oftheSupervisoryBoard Member 2020 AGM2020 Compliance with rulesCompliance with governing the number Attendance in 2019 called rate
to approve the financial statements for the year endedDecember 31, financialforyear to approvethe statements 31135 Balma Cedex 31135 Balma Pompidou Georges 33-43 avenue Address: 1,000 held: Natixis shares Nationality: Born April 6,1957 of officesheld of French 2016 of
Directors Board 100% Offices Offices held in previous fiscal years First appointed: Member Member 2020Term expires: AGM First appointed: First appointed: Director Afep-Medef — — compliant
Strategic Committee Compensation Board Meeting of May 29, 2012 ofMay 29, BoardMeeting 2012 ofMay 29, BoardMeeting 2012 ofMay 29, AGM V V V BPCE Within Groupe offices heldin2019: Other V V GroupeOutside BPCE V V Code: Permanent Representative Board Permanent of BPthe Occitane, Member 03/06/2016) des (since Banques Populaires (IPBP) 03/06/2016), Populaires (CAR-BP) (since Institution de Prévoyance (since 28/09/2018), AutonomeCaisse Retraitesdes des Banques ofthe OstrumManagement Member BoardAsset Occitane (since 20/06/2011) Chairman and Member Board of Fondation d’Entreprise BP (since October 2006) Chief Officer Executive of Banque Populaire Occitane Gestion (since 19/06/2015) Board of the Supervisory of: SOTEL Representative Permanent of BP Occitane, Member of IRDI (since 2006) Representative Board Permanent of BPthe Occitane, Member Investment Committee of Multicroissance Representative Permanent of BPthe Occitane, Member 2001),Développement of i-BP (since BP (a)
2017 2019. Compensation Committee Committee 100% French CORPORATE GOVERNANCE CORPORATE NATIXIS Monetary and FinancialCode: Monetaryand KEY V V (since 2001) of banking businesses Extensive knowledge business transformation Resources issues and Expertise Humanin MEETING (since 19/06/2018) (since
compliant ADVISORY SKILLS (since 01/11/2006) (since 2018 O O O Committee Strategic (until 28/09/2018) (until 29/10/2018) (until 31/12/2018) , SORIDEC IRDI 100%
NOTICE 2020
OF NATIXIS 25
GOVERNANCE
CORPORATE GOVERNANCE OF NATIXIS
Nicole Etchegoïnberry Chairwoman of the Management Board of Caisse d’Epargne Loire-Centre
Born December 17, 1956 Director KEY ADVISORY SKILLS Nationality: French First appointed: V In-depth knowledge of retail banking, IT matters Natixis shares held: 1,112 co-opted by the Board of Directors on December 20, and securities 2018 and ratified at the AGM of May 28, 2019 Address: (a) 12 rue de Maison-Rouge Term expires: 2020 AGM CS 10620 Member — Risk Committee 45146 Saint-Jean-de-la-Ruelle First appointed: Board Meeting of December 20, 2018 Member — Appointment Committee First appointed: Board Meeting of December 20, 2018 Member — Strategic Committee First appointed: Board Meeting of December 20, 2018
Attendance Board of Appointment Risk Strategic rate Directors Committee Committee Committee in 2019 83% 100% 89% 100%
Nicole Etchegoïnberry has a PhD in Information Technology and began Other offices held in 2019: her career in information systems at Banque Courtois, followed by a Within Groupe BPCE stint at Fédération du Crédit Mutuel Midi Atlantique. She then joined the Caisse Régionale du Crédit Agricole Mutuel de Toulouse, where she V Chairwoman of the Management Board of Caisse d’Epargne held senior positions in development and markets. In 2001 Nicole joined Loire-Centre (CELC) (since 01/08/2009) Caisse d’Epargne de Midi Pyrénées where she oversaw the bank’s IT V Permanent Representative of CELC, Chairwoman of the Board migration and banking operations. of Directors of BPCE Trade (since 30/06/2017 to 14/11/2019) From 2005 to 2008 Nicole Etchegoïnberry was Chief Executive Officer and of BPCE Solutions Credit (formerly Ecureuil Crédit) of the former Caisse d’Epargne subsidiary Gestitres, specialized in (from September 2008 to 31/12/2019) securities account management and custody of financial instruments. V Chairwoman of the Board of Directors of BPCE Services Financiers In 2008 she became Chairwoman of the Management Board of GIE (from 17/12/2013 to 27/05/2019), and of the “Les Elles du Groupe GCE Business Services, which handles the Caisse d’Epargne group’s IT BPCE” Association (since 01/10/2012) project management. V Member of the Board (since October 2009) and Member of the Nicole Etchegoïnberry has been Chairwoman of the Management Risk Committee and Audit Committee, Chairwoman of the Audit Board of Caisse d’Epargne Loire-Centre since August 1, 2009. Committee (since September 2019) of Crédit Foncier de France V Member of the Board of BPCE International et Outre-Mer (since 05/08/2013, Association Parcours Confiance Loire-Centre (since 07/07/2009) V Vice-Chairwoman of the Board of Directors of Touraine Logement ESH (since 29/06/2017, Member of the Board since 2014) V Permanent Representative of CELC, Member of the Board of: FNCE (since 01/08/2009), GIE IT-CE (since 21/04/2011), ALBIANT-IT S.A. (since 11/12/2015), GIE BPCE IT (since 24/07/2015), Fondation d’entreprise Caisse d’Epargne Loire-Centre (since 18/12/2015), Association Habitat Région (since 08/12/2010) Outside Groupe BPCE V Member of the Board of Financi’Elles (since 24/03/2011) V Permanent Representative of CELC, Member of the Board of the CANCER@WORK association (since 12/04/2018) V Chairwoman of the Conseil de Développement Métropolitain de Orléans Métropole (since 13/04/2018)
Compliance with rules governing Afep-Medef Code: French Monetary and Financial Code: the number of offices held compliant compliant
Offices held in previous fiscal years
2015 2016 2017 2018 V Permanent Representative of CELC, Member of the Board of Fondation d'Entreprise Caisse d'Epargne pour la solidarité (from February 2011 to 17/11/2015)
(a) 2020 AGM called to approve the financial statements for the year ended December 31, 2019.
26 NATIXIS MEETING NOTICE 2020 www.natixis.com (a) CASDEN Populaire Officerof Banque Executive Chief Sylvie Garcelon V 2015 Populaire sinceMay 2015. Banque CASDEN of Officer Executive Chief been has Garcelon Sylvie CASDEN Finance, joined of charge Garcelon in CEO Risk and Subsidiaries. Sylvie Deputy as April 2013 2010. in Populaire in Banque Board was Management she the the 2006 at In of then Chairwoman then and Department. Banque, M.A. of Director and Managing appointed Logistics Management and Finance Asset Systems the Third-Party Information in joining first before positions SBE at she held she where Natexis joined she 2003 In 2000. in BRED of Department 1994 Secretary In 1987. Corporate in Group became Populaire Banque Internal of the joined Department Garcelon Audit Sylvie Nice, Co de Sup the of graduate A CASDEN inCASDEN 2017) Management Financier(absorbedby Officerof Bureaudu Chief Executive 2020 AGM2020 Compliance with rulesCompliance with governing the number Attendance in 2019 called rate rate (since April 2013)
to approve the financial statements for the year endedDecember 31, financialforyear to approvethe statements Marne-La-Vallée CedexMarne-La-Vallée 2 Champs-sur-Marne rueJean1 bis Wiener Address: shares 1,000 Natixis held: Born April 14, Nationality: of officesheld of French 1965 77474 2016 of
Directors Board 92% Offices Offices held in previous fiscal years First appointed: Director Member February First appointed: —Member StrategicCommittee February First appointed: Term expires: of May 24,2016 February 10, co-opted bytheBoardofDirectorson Afep-Medef 10, 10, compliant — AuditCommittee
2016 2016 2016 andratifiedatthe2016 AGM 2020 AGM Board Meeting of Board Meeting of Board V V V V BPCE Within Groupe offices heldin2019: Other V GroupeOutside BPCE V Code: Non-voting Member of BPCE (since04/04/2017) Populaires FédérationNationaledesBanques Treasurer of the Committee and CommitteeRisk ofthe BanquePalatine, Member BoardAudit (since14/06/2016) ofthe Fondation BanquePopulaire Member Boardd’Entreprise (since May 2015) Chief Officer Executive of CASDEN Banque Populaire Member ofthe CNRSMember Board(since24/11/2017)
2017 O 2019. (a) (until November 2017) Committee Audit 100% French CORPORATE GOVERNANCE CORPORATE (since 20/12/2018) (since NATIXIS (since 05/10/2016) Monetary and FinancialCode: Monetaryand KEY V MEETING corporate strategy management and Expertise financial in compliant
ADVISORY SKILLS 2018
Committee Strategic 80%
NOTICE 2020
OF NATIXIS
27
GOVERNANCE
CORPORATE GOVERNANCE OF NATIXIS
Other directors’ curriculum vitae
Laurent Mignon Chairman of the BPCE Management Board
Born December 28, 1963 Chairman of the Board of Directors KEY ADVISORY SKILLS Nationality: French First appointed: V Expertise in strategic matters in banking and financial Natixis shares held: 153,649 co-opted by the Board of Directors and appointed institutions, as well as the Chairman of the Board by the Board on June 1, French and international Address: economic and financial 2018 and ratified at the AGM of May 28, 2019 50 avenue Pierre Mendès-France environment (a) 75201 Paris Cedex 13 Term expires: 2023 AGM Member — Strategic Committee First appointed: Board Meeting of June 1, 2018
Attendance Board Strategic rate of Directors Committee in 2019 100% 100%
A graduate of the HEC business school and Stanford Executive Other offices held in 2019: Program, Laurent Mignon worked in several divisions of Banque Within Groupe BPCE Indosuez over more than 10 years, including positions on the trading floor and in investment banking. In 1996 he joined Schroders in London, V Chairman of the Management Board of BPCE (since 01/06/2018) then AGF in 1997 as Chief Financial Officer. He was appointed to the V Chairman of the Board of Directors of Crédit Foncier France AGF Executive Committee in 1998, then became Deputy CEO in charge (from 17/05/2018 to 31/07/2019) of Banque AGF, AGF Asset Management and AGF Immobilier in 2002. V Member of the Board of CE Holding Participations He became CEO in charge of the Life Insurance and Financial Services (since 06/06/2018) and Credit Insurance divisions in 2003, before his appointment as Chief V Member of the Board of Sopassure (since 18/06/2018) Executive Officer and Chairman of the Executive Committee in 2006. V Member of the BPCE Management Board (since 06/08/2013) From September 2007 to May 2009 he was managing partner at Oddo et Cie alongside Philippe Oddo. Outside Groupe BPCE From May 2009 to May 2018, Laurent Mignon was Chief Executive V Chairman of the French Banking Federation Officer of Natixis. He has been a member of the BPCE Management (from 01/09/2018 to 31/08/2019) and then Board since August 6, 2013. Member of the Executive Committee (since 01/09/2019) Laurent Mignon has been Chairman of the Management Board V Chairman of the Association Française des Établissements of BPCE since June 1, 2018. de Crédit et des Entreprises d’Investissement (from 01/09/2018 to 31/08/2019) V Member of the Board of Arkema (1) (since 27/10/2009), AROP (Association pour le Rayonnement de l’Opéra National de Paris) (since 10/12/2015), CNP Assurances (1) (since 01/06/2018) V Non-voting member of ODDO BHF SCA (since 29/03/2019) and FIMALAC (since 16/04/2019)
Compliance with rules governing Afep-Medef Code: French Monetary and Financial Code: the number of offices held compliant compliant
Offices held in previous fiscal years
2015 2016 2017 2018 V Member of the Board of Lazard Ltd (1) (2) (since 28/07/2009) O (until 19/04/2016) V Chief Executive Officer of Natixis (since May 2009) O (until 31/05/2018) V Chairman of the Board of Directors of: Natixis Investment Managers (since 01/09/2010) O (until 01/06/2018) Coface S.A. (1) (since 22/11/2012) O (until 15/06/2018) V Member of the Board of Peter J. Solomon Company LP (since 08/06/2016) O (until 30/05/2018) V Member of the Board of Peter J. Solomon GP, LLC (since 15/12/2017) O (until 30/05/2018) V Member of the Board of Natixis Assurances (since 13/03/2017) O (until 07/06/2018) V Vice-Chairman of the Fédération Bancaire Française (French Banking Federation) (from 01/06/2018 to 31/08/2018)
(a) 2023 AGM called to approve the financial statements for the year ended December 31, 2022. (1) Listed company. (2) Company outside Groupe BPCE.
28 NATIXIS MEETING NOTICE 2020 www.natixis.com (2) (1) (a) the BPCEof Groupe Member Board Management in chargeResources of Human BPCE — V V V V V V 2015 Human of charge in Board Management BPCE Resources. the of of roles Member the occupied has Halberstadt Catherine 2018, November 1, Communications Internal Resources, Human of charge BPCE in Member the Board as Management served she 2018, October 31, to 2016 January 1, From du Massif CentralfromSeptember 1,2010,toMarch 25,2016. Populaire Banque of Officer Executive Chief was Halberstadt Catherine Officer. in 2008. Executive Chief Deputy Factor Natixis of Officer Executive Chief 2000, became Halberstadt Catherine Chief from Officer, and, successively Financial Officer was Chief Operations Resources, she Human where of Central, Head École joined appointed Massif she the du 1982 from In Populaire Clermont-Ferrand. Banque Finance de and Commerce de Administration Supérieure Business, in another and Accounting in degree postgraduate a holds Halberstadt Catherine (1) Banques d’Auvergne Banques oftheCommittee Member BPMC, Representativeof Permanent (since 01/09/2010) la Créationd’Entreprise pour desPopulaires Association Banques ofI-BP, oftheBoard Member BPMC, Representativeof Permanent BPMC (since 2011) Sociétariat Chairwoman of SAS BPMC, Representativeof Permanent (since 01/09/2010) CentralPopulaire duMassif (BPMC) Officerof Banque Chief Executive 16/11/2015) (from 2013 to RiskCommitteeofBPCE and 16/11/2015) (from 04/04/2012 to oftheSupervisoryBoard Member 16/11/2015) (from 25/05/2012 to ofNatixis oftheBoard Member Company outsideGroupe company. Listed AGM2023 Compliance with rulesCompliance with governing Attendance the number in 2019 rate
Permanent Representative called and the Corporate Secretary's Office of BPCE. Since BPCE. of Office Secretary's Corporate the and
to approve the financial statements for the year endedDecember 31, financialforyear to approvethe statements 50avenue Pierre Address: 1,097 held: Natixis shares 50avenue Pierre Address: 2,227,221,174 held: Natixis shares BPCE: 75201 Paris Nationality: Born October 9,1958 CatherineHalberstadt 75201 Paris (2) of officesheld of
(since 2010)
BPCE. French Cedex 13 Cedex 13 Cedex
of Mendès-France Mendès-France
Directors Board 75% O 2016 O O O (until 25/03/2016) (until 25/03/2016) (until 25/03/2016) (until 25/03/2016) Offices Offices held in previous fiscal years First appointed: Member First appointed: Member First appointed: Member expires: 2023Term AGM 2009 co-opted bytheBoardof DirectorsonAugust 25, First appointed: Director
and ratified attheAGMof andratified Catherine Afep-Medef — Strategic — Committee RiskCommittee — — Audit — Committee compliant Audit 60% Board Meeting ofDecember 21,2017 BoardMeeting ofDecember 21,2017 BoardMeeting ofDecember 21,2017 BoardMeeting Committee V GroupeOutside BPCE V V BPCE Within Groupe offices heldin2019: Other Code: (since24/09/2015) Committee and CommitteeofBpifranceFinancementthe Risk and the Compensation Audit Committee, Chairwoman of the (since 12/07/2013), Appointment Chairwoman of the Committee ofthe Bpifrance Member BoardFinancement ofthe Foncier Member Board: Crédit 01/01/2016) Resources (since ofthe ManagementBoard chargeMember BPCEin of Human
(a) Halberstadt
2017 2022.
May 27,
2010 Committee Risk 67% French CORPORATE GOVERNANCE CORPORATE NATIXIS Monetary and FinancialCode: Monetaryand (since 10/05/2012) (since KEY V V MEETING compliant of retail Extensive knowledge resourcesmatters Expertise human in and business financing and business
ADVISORY SKILLS 2018 Committee banking banking
Strategic NOTICE 2020 100%
OF NATIXIS 29
GOVERNANCE
CORPORATE GOVERNANCE OF NATIXIS
Daniel de Beaurepaire (since May 28, 2019) Chairman of the Steering and Supervisory Board of Caisse d’Epargne Île-de-France
Born September 23, 1950 Director KEY ADVISORY SKILLS Nationality: French First appointed: AGM of May 28, 2019 V Internal control V Auditing Natixis shares held: 1,000 Term expires: 2023 AGM (a) V Accounting Address: Member — Appointment Committee V Extensive knowledge 26-28 rue Neuve Tolbiac First appointed: Board Meeting of May 28, 2019 of the banking business 75013 Paris Member — Audit Committee First appointed: Board Meeting of February 6, 2020 Member — Strategic Committee First appointed: Board Meeting of May 28, 2019
Attendance Board Appointment Strategic rate of Directors Committee Committee in 2019 86% 100% 75%
A graduate of ESC Rouen and a certified chartered accountant and Other offices held in 2019: auditor, Daniel de Beaurepaire began his career in 1978 at audit firm Within Groupe BPCE Deloitte, where he was appointed partner in 1985 until his departure in 1995. V Member of the Steering and Supervisory Board of Caisse d’Epargne Côte d’Azur (since 29/04/2015) then Chairman From 1996, he worked at the firm International Audit Company, (since 26/04/2017) becoming its Chairman in 2005, then joined accounting firm GEA Conseil where he became co-manager in the same year. V Member of the Board of S.A. Compagnie Européenne de Garanties et Cautions (since 10/07/2018) He was appointed co-manager of audit firm GEA Finances in 2010 until June 2018. V Member of the Board (since 16/01/2015) then Chairman of the Paris Ouest local savings company (since 26/04/2017) From 2009 to 2012 Daniel de Beaurepaire was Chairman of Société Locale d'Epargne PME Professionnels, then Director at Locale Épargne Outside Groupe BPCE Économie Sociale et d’Entreprise from 2013 to 2014. V Manager of GEA Conseils (since January 2005) In 2015 he was appointed Chairman of Société Locale d’Épargne Paris V Chairman of SAS International Audit Company Ouest. (since January 2005) He became member of the Caisse d’Epargne Île-de-France Steering V Member of the Board and Treasurer of Association Société and Supervisory Board in April 2015 which he has chaired since des Amis de Versailles (since June 11, 2019) April 2017.
Compliance with rules governing Afep-Medef Code: French Monetary and Financial Code: the number of offices held compliant compliant
Offices held in previous fiscal years
2015 2016 2017 2018 V Manager of GEA Conseils (since 2010) O (until 28/06/2018)
(a) 2023 AGM called to approve the financial statements for the year ended December 31, 2022.
30 NATIXIS MEETING NOTICE 2020 www.natixis.com (a) LorraineChampagne Alsace BanquePopulaire Chairman Directorsof of the Board Thierry Cahn V 2015 sinceSeptember 30,2003. Populaire AlsaceLorraineChampagne Banque of Directors of Board the of Chairman been has Cahn Thierry (IUT) becoming before 1996, Technologie de Universitaire Institut the at Tutor Head des been also has he to 1995 Nationale from (Confédération 1985 Since 1999. to 1998 from Association Bar Colmar the of Chairman chaired he Association which Lawyers’ Avocats), National the to General Secretary named was he 1986 In member. a still is he which and of Colmar) de Avocats des l’Ordre de (Conseil Bar Colmar the of Council (CAPA) Certificate General the joined he Lawyers’ 1984 In 1981. in Associés et Cahn Professional firm the joined a holds Cahn Thierry None 2022 AGM2022 Compliance with rulesCompliance with governing de Haute AlsaceandCRFPA the d’Alsace. the number Attendance in 2019 called rate rate
to approve the financial statements for the year endedDecember 31, financialforyear to approvethe statements 67001 Strasbourg CS10401 1A placedeHaguenau Le W Immeuble Address: shares 1,000 Natixis held: Nationality: 1956 Born September 25, of officesheld of
French Cedex 2016 of
Directors Board 92% Member First appointed: Member First appointed: Term 2013 co-opted bytheBoardofDirectorson January 28, First appointed: Director Offices Offices held in previous fiscal years and ratified at the AGM of attheAGM andratified expires: 2022 AGM — StrategicCommittee — AppointmentCommittee Afep-Medef compliant Board Meeting of January 28,2013 Board Meeting of September 2,2017 Board V V V BPCE Within Groupe offices heldin2019: Other Code: (since03/07/2018) ofthe BanqueBCPLuxembourgMember Supervisory Boardto ofBPCE 24/05/2019) Committee (fromJuly 2009to 24/05/2019),Member Committee (since andof the Audit Board Member (sincethenVice-Chairman July 2009)of the Supervisory Lorraine (since30/09/2003) Champagne Board ofBanquePopulaire Chairman of the DirectorsAlsace (a)
2017 2021. , Member 24/05/2019),of the CooperativeCSR (since and Appointment Committee May 21, 2013 100% French CORPORATE GOVERNANCE CORPORATE NATIXIS Monetary and FinancialCode: Monetaryand V KEY particularly particularly in law business Expertise legalmatters,in MEETING compliant
ADVISORY SKILLS 2018 Committee Strategic 60%
NOTICE 2020
OF NATIXIS 31
GOVERNANCE
CORPORATE GOVERNANCE OF NATIXIS
Bernard Dupouy Chairman of the Board of Directors of Banque Populaire Aquitaine Centre Atlantique (BPACA)
Born September 19, 1955 Director KEY ADVISORY SKILLS Nationality: French First appointed: V Expertise in business administration co-opted by the Board of Directors on August 1, 2017 Natixis shares held: 1,000 V In-depth knowledge of retail and ratified at the AGM of May 23, 2018 Address: banking, the regional economy (a) and the economy of the French 10 quai des Queyries Term expires: 2023 AGM overseas territories 33072 Bordeaux Cedex Member — Compensation Committee First appointed: Board Meeting of May 28, 2019 Member — Strategic Committee First appointed: Board Meeting of August 1, 2017
Attendance Board Compensation Strategic rate of Directors Committee Committee in 2019 83% 100% 100%
A graduate of the École Supérieure de Commerce, d’Administration et Other offices held in 2019: des Entreprises de Bordeaux, Bernard Dupouy became a Member of the Within Groupe BPCE Board of Banque Populaire du Sud-Ouest (BPSO) in 1996. He was appointed Secretary in 2006, then Vice-Chairman in 2009. In V Chairman of the Board of Directors of Banque Populaire Aquitaine November 2011, BPSO became Banque Populaire Aquitaine Centre Centre Atlantique (BPACA) (since 27/01/2015) Atlantique (BPACA); Bernard Dupouy subsequently became Deputy V Member of the Supervisory Board and the Appointment Vice-Chairman, then Chairman of its Board of Directors in Committee (from 01/08/2018 to 24/05/2019), Compensation January 2015. Committee (since 02/08/2018) and Audit Committee of BPCE He was also Chairman of the Board of Directors of BPSO subsidiary (since 24/05/2019) Crédit Commercial du Sud-Ouest from 2008 to 2011. From 2011 to V Member of the Board (since May 2015) and Vice-Chairman of the 2015, he was a Member of the Board and Chairman of the Audit Board of Directors (since 06/06/2018) of the National Federation Committee and Risk Committee. of Banques Populaires Bernard Dupouy also served as a Member of the Board of Crédit V Permanent Representative of BPACA, Member of the Board Maritime Mutuel du Littoral Sud-Ouest from 2012 to 2015, then became of Société Centrale des Caisses de Crédit Maritime Mutuel a Permanent Representative of BPACA, Member of the Board of Crédit (since 05/06/2018) Maritime, and Chairman of the Audit, Risk and Accounting Committee Outside Groupe BPCE from 2012 to June 4, 2018, when that entity was merged into BPACA. V Chairman and Chief Executive Officer of Groupe DUPOUY S.A. A well-known entrepreneur in the Aquitaine region, Bernard Dupouy is (since 22/07/1993) the Chief Executive Officer of DUPOUY S.A., a company specialized V Chairman and Chief Executive Officer of ETS DUPOUY SBCC in exports and distribution in French overseas territories. (since 01/02/2004) V Permanent Representative of BPACA, Member of the Board of Bordeaux Grands Événements (from 2013 to 25/04/2019), Fondation Bordeaux Université (since 29/11/2017) V Member of the Board of Union Maritime du Port de Bordeaux (since 2008), Congrès et Expositions de Bordeaux SAS (from 2008 to 18/03/2019) V Manager of SCI Badimo (since 26/01/2000)
Compliance with rules governing Afep-Medef Code: French Monetary and Financial Code: the number of offices held compliant compliant
Offices held in previous fiscal years
2015 2016 2017 2018 V Member of the Board of Crédit Maritime Mutuel du Littoral Sud-Ouest (from 2012 to 29/01/2015) V Member of the Board of Crédit Commercial du Sud-Ouest (since 2008) and Chairman of the Audit and Risk Committee (from 2011 to end-March 2015) V Elected member of the Bordeaux Chamber of Commerce and Industry(1) (since 2006) O (until 23/11/2016) V Permanent Representative of BPACA, Member of the Board of Crédit Maritime Mutuel du Littoral Sud-Ouest (since 29/01/2015) O (until 04/06/2018) V Chairman of the Audit, Risk and Accounts Committee (since 2012) O (until 04/06/2018) V Member of the Board of: Natixis Interépargne (since 30/11/2016) O (until 03/08/2018) V Chairman of Madikera Management 2M SAS (since 12/07/2016) O (liquidated on 31/12/2018) V Member of the Board of BPCE Vie (since 28/03/2017) O (until 03/08/2018)
(a) 2023 AGM called to approve the financial statements for the year ended December 31, 2022. (1) Company outside Groupe BPCE.
32 NATIXIS MEETING NOTICE 2020 www.natixis.com (2) (1) (a) theWeb of School Dean Factory, Chairwoman of the Innovation Factory Anne Lalou V V V V 2015 Factorysince2013. theInnovation Chairwoman of Chief and Deputy 2012, since Factory School Web the of Dean been has Lalou Anne then 2006, in Secretary Executive Officerofthe Distribution divisionuntil2011. Nexity-Franchises as of served Officer she Executive joining where Chief as 2002 appointment her before Development, before in of Director and General Nexity Électronique joined Lalou Édition Anne Chief Havas and Chairwoman of was Rothschild & CieDirector. as Managing She Officer Paris. in Executive Havas at Development and Outlook of Head made at then was Department She Paris. M&A then London the in Lazard in Director Assistant then and manager a as career her began Lalou Anne School, Business ESSEC the of graduate A Medica S.A. Compensation CommitteeofKorian and Chairwoman oftheAppointments (since February 2012) of Foncia Groupe oftheSupervisoryBoard Member (since September 2011) of Foncia Holding oftheSupervisoryBoard Member (from December 2013to09/02/2015) ofKea&Partners oftheBoard Member Company outsideGroupe company. Listed AGM2022 Compliance with rulesCompliance with governing Attendance the number in 2019 rate rate (1) (2) (1) (since 18/03/2014) called (2) (2)
to approve the financial statements for the year endedDecember 31, financialforyear to approvethe statements
75013 Paris rueNationale59 Address: 1,000 held: Natixis shares Nationality: Born December 6,
of officesheld of
BPCE. French of 1963
Directors Board 92% O O 2016 (until 07/09/2016) (until September 2016) First appointed: Independent director First appointed: Member First appointed: Member First appointed: Chairwoman expires: 2022Term AGM 2015 co-opted bytheBoardofDirectorsonFebruary 18, Offices Offices held in previous fiscal years and ratified attheAGMof May 19, andratified — AppointmentCommittee — CompensationCommittee Afep-Medef Appointment Committee compliant — Board Meeting of February 18, 2015 Meeting ofFebruary 18, Board 2015 Meeting ofFebruary 18, Board 2015 Meeting ofFebruary 18, Board 100%
Strategic Committee V V V theEurazeogroup Outside V V V Eurazeogroup Within the offices heldin2019: Other Code: (1) (1) (1) (a) (since 22/06/2017) of the Ethics, CSR Quality and Committee of Korian ofthe Member Board(since 18/03/2014) Innovation Chairwomanofthe Factory Web Dean of the School Factory ofthe Member Eurazeo Financial Committee Eurazeo Chairwomanofthe ofthe Eurazeo Member Supervisory Board
2021. 2017 O (until 22/06/2017)
2015 Compensation Committee 100% French CORPORATE GOVERNANCE CORPORATE CSR Committee NATIXIS (since April 2012) Monetary and FinancialCode: and Monetary V V KEY and corporate to M&A,finance, IT Expertise areasin relating experience Entrepreneurial (sinceFebruary 2013) MEETING compliant Chairwomanand
ADVISORY SKILLS 2018
(since 2014) (since (since 2012) (since (since 07/05/2010) Committee
Strategic NOTICE 2020 100% strategy
OF NATIXIS 33
GOVERNANCE
CORPORATE GOVERNANCE OF NATIXIS
Bernard Oppetit Chairman of Centaurus Capital Limited
Born August 5, 1956 Independent director KEY ADVISORY SKILLS Nationality: French First appointed: V Recognized financial markets specialist co-opted by the Board of Directors on November 12, Natixis shares held: 1,000 V Entrepreneurial experience 2009 and ratified at the AGM of May 27, 2010 Address: in Europe (a) 53 Davies Street Term expires: 2022 AGM London W1K5JH Chairman — Risk Committee England First appointed: Board Meeting of December 17, 2014 Member — Audit Committee First appointed: Board Meeting of December 17, 2009 Member — Strategic Committee First appointed: Board Meeting of November 5, 2011
Attendance Board Audit Risk Strategic rate of Directors Committee Committee Committee in 2019 100% 100% 100% 100%
With a degree from the École Polytechnique, Bernard Oppetit forged his Other offices held in 2019: career with the Paribas group from 1979 to 2000, first in Paris, then in Within Centaurus Capital group New York, and finally London. V Chairman of Centaurus Capital Limited (since 2002) As Deputy Director of the Financial Management division (1980-1987), Bernard Oppetit joined Paribas North America first as a Risk Arbitrage V Member of the Board of Centaurus Capital Holdings Limited, Trader (1987-1990), and then as Global Head of Risk Arbitrage Centaurus Global Holding Limited, Centaurus Management (1990-1995). In 1995, while still heading up Risk Arbitrage, he moved to Company Limited, Centaurus Capital group London to become Global Head of Equity Derivatives (1995-2000). Outside Centaurus Capital In 2000 Bernard Oppetit founded Centaurus Capital, a hedge fund V Member of the Board and Chairman of the Cnova(1) Audit investment management company. Having sold its global investment Committee (since 20/11/2014) business, Centaurus Capital is a holding company of which V Trustee of The Academy of St Martin-in-the-Fields
Bernard Oppetit remains Chairman. (since June 2016)
Compliance with rules governing Afep-Medef Code: French Monetary and Financial Code: the number of offices held compliant compliant
Offices held in previous fiscal years
2015 2016 2017 2018 V Member of the Board of Centaurus Capital International Limited(2) (until 30/03/2015) V Member of the Supervisory Board of HLD(2) (from 2011 to 12/02/2015) V Trustee of the École Polytechnique Charitable Trust O (until 01/11/2017)
(a) 2022 AGM called to approve the financial statements for the year ended December 31, 2021. (1) Listed company. (2) Company outside Groupe BPCE.
34 NATIXIS MEETING NOTICE 2020 www.natixis.com (1) (a) Catherine 2015 and Alpes Sanofi, des AXA, Compagnie of Dépôts, auditing des Generali worldwide Caisse the the Crédit Agricole, as for well as responsible 2015, in to partner 1990 experience from 35 years’ (PwC) PricewaterhouseCoopers has and auditing Paris-Dauphine, Sciences Université Management in degree from master’s a holds Pariset Catherine ee yas ad a prnr vreig h isrne n banking and insurance the sectors. overseeing partner was and years, seven
Listed company Listed AGM2023 Compliance with rulesCompliance with governing Attendance the number
in 2019 rne Se lo evd s mme o te w Bad for Board PwC the of member a as served also She France. rate rate n avsr srie. h ws prnr at partner a was She services. advisory and called
Pariset
75015 Paris 19rueGinoux Address: shares 1,000 Natixis held: Nationality: Born August 22,1953 to approve the financial statements for the year endedDecember 31, financialforyear to approvethe statements of officesheld of French of
Directors Board 92% V V V 2016 Member of the Supervisory Board of oftheSupervisoryBoard Member Eurodisney (since09/11/2016) (since 17/02/2016) Eurodisney AssociésSCA Eurodisney SCA Member of the Audit Committeeof oftheAudit Member of oftheSupervisoryBoard Member First appointed: First appointed: Chairwoman expires: 2023Term AGM Member Member First appointed: 2016, theBoardco-opted by ofDirectorson December 14, First appointed: Independent director Offices Offices held in previous fiscal years (1)(2) and ratified at the AGM of May 23,2017 attheAGM andratified
(since 17/02/2016) — — Afep-Medef
Strategic Committee Risk Committee Committee compliant – AuditCommittee Board Meeting ofDecember 14,2016 Board Meeting ofDecember 14,2016 Board Meeting ofDecember 14,2016 Board Audit 100% V offices heldin2019: Other Code: Committee of the bank PSAFinanceCommittee bank of the AuditCommitteeand ofthe member Risk Member Board, (a)
2017 O O O 2022. (until 13/09/2017) (until 13/09/2017) (until 13/09/2017) Committee 100% Risk French CORPORATE GOVERNANCE CORPORATE NATIXIS Monetary and FinancialCode: Monetaryand (since 22/02/2019) V V V KEY MEETING in accounting Specialist Financial Financial auditing Fiscal matters compliant
ADVISORY SKILLS 2018
knowledge Committee
Strategic NOTICE 2020 80%
OF NATIXIS 35
GOVERNANCE
CORPORATE GOVERNANCE OF NATIXIS
Christophe Pinault Chairman of the Management Board of Caisse d’Epargne and Prévoyance Bretagne Pays de Loire
Born November 26, 1961 Director KEY ADVISORY SKILLS Nationality: French First appointed: V Expertise in internal control V Risk Natixis shares held: 1,093 co-opted by the Board of Directors on December 20, 2018 and ratified at the AGM of May 28, 2019 V Disputes Address: (a) V In-depth knowledge 15, avenue de la Jeunesse Term expires: 2023 AGM of banking businesses CS30327 Member — Risk Committee 44703 Orvault Cedex First appointed: Board Meeting of December 20, 2018 Member — Compensation Committee First appointed: Board Meeting of December 20, 2018 Member — Strategic Committee First appointed: Board Meeting of December 20, 2018
Attendance Board Risk Compensation Strategic rate of Directors Committee Committee Committee in 2019 100% 100% 67% 80%
A graduate of ISC Paris Business School, ITB (Institut Technique Other offices held in 2019: Bancaire) and ICG IFG (Institut Français de Gestion), Christophe Pinault Within Groupe BPCE began his career in 1984 at Banque Populaire Anjou-Vendée before moving to Crédit Agricole Mayenne and Crédit Mutuel Anjou. V Chairman of the Management Board of Caisse d’Epargne Bretagne Pays de Loire CEBPL (since 27/04/2018) In 2002 he joined Caisse d’Epargne des Pays de la Loire as Head of the Network and then Member of the Management Board in charge of V Chairman of the Supervisory Board of: Batiroc Bretagne-Pays de Development. He then joined Crédit Foncier in 2007 as Deputy Loire (since 04/05/2018), Sodero Gestion SAS (since 04/05/2018), Managing Director in charge of Development. In 2013 he was appointed CE Développement SAS (since 13/12/2016) Chairman of the Management Board of Caisse d’Epargne Côte d’Azur. V Chairman of the Board of Directors of Sodero Participations SAS He has been Chairman of the Management Board of Caisse d’Epargne (since 04/05/2018) Bretagne and Prévoyance Pays de Loire since April 27, 2018. V Permanent Representative of CEBPL, Member of the Board of GIE IT-CE (since 14/05/2018) V Member of the Board of FNCE (since 27/04/2018), BPCE Assurances (since 12/06/2007) and member of the Audit Committee and Risk Committee (since 05/12/2017), Natixis Investment Managers (since 21/05/2013) and member of the Audit and Accounts Committee (since 12/12/2017) then Chairman (since 11/09/2018), Turbo (since 18/07/2019) V Member of the Board and Treasurer of the Belem Foundation (since 02/07/2015) V Member of the Supervisory Board of Seventure Partners (since 25/07/2016), Alliance Entreprendre SAS (since 29/06/2016) V Member of the Supervisory Board of Caisse d’Epargne Capital (since 08/11/2016) then Chairman (since 14/06/2017)
Compliance with rules governing Afep-Medef Code: French Monetary and Financial Code: the number of offices held compliant compliant
Offices held in previous fiscal years
2015 2016 2017 2018 V Member of the Board of Natixis Payment Solutions (since 24/09/2013) O (until 29/09/2016) V Chairman of the Management Board of Caisse d’Epargne et de Prévoyance Côte d’Azur CECAZ (since 01/07/2013) O (until 26/04/2018) V Permanent Representative of CECAZ, Member of the Board of: ERILIA (since 03/06/2016) O (until 26/04/2018) V Member of the Board of GIE Caisse d’Epargne Syndication Risque (since 22/05/2014) O (until 26/04/2018) V Member of the Board of IXION (from 29/03/2018 to 12/11/2018) V Permanent Representative of CEBPL, Non-Voting Member of ERILIA (from 14/05/2018 to 12/11/2018)
(a) 2023 AGM called to approve the financial statements for the year ended December 31, 2022.
36 NATIXIS MEETING NOTICE 2020 www.natixis.com (2) (1) (a) Secretary (since April 4,2019) Diane de V 2015 ABB. of General Secretary various and director executive been has she 2007 Since in Officer Officer ofEADS (Airbus)inFrance. Legal Chief Legal and Vice-Chairwoman Senior was she 2006 Chief to 2004 From & she Vice-Chairwoman 10 years departments in bothFranceBelgium. and for the as where International and Honeywell served joined France she in 1993 In internationally then United and division, Healthcare consultant. legal a the in Electric as General at consultant legal a was 1987 she 1993 to 1988 From in Thales joining before 1977 in and lawyer a law corporate as career in her started Victor degree Saint de Diane advanced law, international in another an with training by lawyer A (since 2013) PLC & Barclays BankPLC Barclays Bank Director at Company outsideGroupe company. Listed AGM2023 Compliance with rulesCompliance with governing Attendance States. the number in 2019 rate rate General of ABB of General called
Saint Victor Saint
to approve the financial statements for the year endedDecember 31, financialforyear to approvethe statements 6300 Baarerstrasse63 Address: 1,000 held: Natixis shares Nationality: Born February 20,1955 Switzerland of officesheld of Zug, Zug, (2)
BPCE.
French of
Directors Board 100% 2016 Offices Offices held in previous fiscal years First appointed: Member Strategic — Committee BoardMeetingFirst appointed: ofApril 4,2019 First appointed: Member Compensation — — Chairwoman Term expires:2023AGM and ratifiedatthe AGM ofMay 28, 2019 co-opted bythe BoardofDirectors onApril 4,2019 First appointed: Independent Director Afep-Medef Appointment Committee compliant 100% BoardMeeting ofApril 4,2019 BoardMeeting ofApril 4,2019
Appointment Committee Outside ABBGroup Outside V V V group Within ABB offices heldin2019: Other V V Code: Member of the Board of Directors ofthe ofthe DirectorsUS Chamber Member Boardof Responsibility Committee the Shareholder Committee Relations and the Corporate Social AuditCommittee,(since 13/11/2019), ofthe Member ofABB ofthe DirectorsIndia Member BoardLtd Boveri Ltd Chairwomanofthe Directors Vice Boardof ABB AseaBrown Executive of the Committee of ABB and Chief 2007) member CorporateSecretary, Legal Officer(since (since 15/05/2019) Technologies (since Committee and Audit Member of the Committee of Altran CompensationBoard ofthe Chairwomanofthe Directors Commerce in France (a)
2017 O 2022. (until 2017) Committee (from 2007 to 31/10/2019) (from 2007to Compensation (1) Committee (from 2017to2019) December 31, 100% French CORPORATE GOVERNANCE CORPORATE NATIXIS Monetary and FinancialCode: Monetaryand (from2007to 31/10/2019) V V V KEY in In-depth of knowledge industry Strategic M&Amatters and governance Specialized legal, in MEETING compliant France and abroad France
ADVISORY SKILLS 2018
(1) Committee
Strategic NOTICE 2020
100%
OF NATIXIS
37
GOVERNANCE
CORPORATE GOVERNANCE OF NATIXIS
Nicolas de Tavernost Chairman of the Groupe M6 Management Board
Born August 22, 1950 Independent director KEY ADVISORY SKILLS Nationality: French First appointed: AGM of July 31, 2013 V Expertise in strategic (a) V Management and business Natixis shares held: 1,000 Term expires: 2021 AGM development issues Address: Chairman — Compensation Committee 89 avenue Charles de Gaulle First appointed: Board Meeting of August 6, 2013 92575 Neuilly sur Seine Cedex Member — Appointment Committee First appointed: Board Meeting of December 17, 2014 Member — Strategic Committee First appointed: Board Meeting of August 6, 2013
Attendance Board Appointment Compensation Strategic rate of Directors Committee Committee Committee in 2019 83% 100% 100% 100%
A graduate of Sciences Po Bordeaux and holding a post-graduate Other offices held in 2019: degree (DES) in public law, Nicolas de Tavernost began his career in Within the RTL group 1975 with the cabinet of Norbert Ségard, Secretary of State for Foreign (1) Trade, and then continued with French Postal Services and V Chairman of the Groupe M6 Management Board Telecommunications. In 1986, he took over as Head of Audiovisual (since May 2000) Operations at Lyonnaise des Eaux, during which time he oversaw plans V Chairman and Member of the Board of Société Nouvelle de to create M6. Distribution (since June 2019) In 1987 he was appointed Deputy CEO of Métropole Télévision M6, V Member of the Board of Groupe M6 Fondation d’Entreprise where he has served as Chairman of the Management Board since (since 2018) 2000. V Member of the Supervisory Board of Salto Gestion (since 16/09/2019) V Permanent Representative of M6 Publicité, Member of the Board of Directors of Home Shopping Service S.A. (since 2013), M6 Diffusion S.A. (since 2013), M6 Editions S.A., M6 Événements S.A. (since 15/03/2012) V Permanent Representative of Métropole Télévision, Member of the Board of: Société Nouvelle de Distribution S.A. (from June 2011 to 27/06/2019), Extension TV SAS, C. Productions S.A. (since 21/10/2012), Société d’Exploitation Radio Chic — SERC S.A. (since 02/10/2017), Société de Développement de Radio diffusion — SODERA S.A. (since 02/10/2017), Médiatrie (since 22/11/2017) V Permanent Representative of Métropole Télévision, Chairman of M6 Publicité S.A. (since 2001), Immobilière M6 SAS (since 2001), M6 Bordeaux SAS (since 2001), M6 Interactions SAS (since 2001), M6 Foot SAS (since 2001), M6 Digital Services (from June 2011 to 01/02/2019), M6 Hosting (from 09/07/2018 to 01/02/2019), SNC Catalogue MC SAS (from 22/07/2016 to 20/06/2019), SNC Audiovisuel FF SAS (from 20/07/2017 to 20/06/2019) V Permanent Representative of C. Productions S.A., Member of the Board of M6 Films S.A. (since 01/01/2015) V Permanent Representative of Métropole Télévision, Managing Partner of SCI 107 avenue Charles de Gaulle (since 2001) V Representative of RTL group, Member of the Supervisory Board and Vice-Chairman of the Compensation Committee of Atresmedia 1 (since 29/10/2003) Outside RTL Group V Member of the Board of GL Events S.A. (since May 2008) V Volunteer member of the Board of the RAISE endowment fund (since 22/11/2013), Polygone S.A. (since 02/03/2013) V Chairman of SPILE, an association under French law 1901, and Chairman of the Groupe M6 Management Board (since April 2013)
38 NATIXIS MEETING NOTICE 2020 www.natixis.com (2) (1) (a) V V V V V V V 2015 (2) (2) (2) 2017) to (since(refer Member 18/12/2002) (since 2012) Girondinsde Bordeaux of SASPFootballClubdes Board ofthe MétropoleTélévision, Member Representativeof Permanent (since2001) Club desGirondinsBordeaux de oftheFootball oftheBoard Member (since 2011) Fondation d’Entreprise theGroupeChairman ofM6 02/01/2015) (from 15/09/2014to M6 Créations SAS Directors of: Publicité M6 Representativeof Permanent TCMDA SAS MétropoleTélévision Representativeof Permanent to 01/03/2015) Gestion S.A. ofTF6 oftheBoard Member
Company outsideGroupe Listed AGM2021 Compliance with rulesCompliance with governing the number company. (2) , Chairman of the Board of , ChairmanoftheBoard called (since 27/06/2013) (from2001
to approve the financial statements for the year ended31/12/2020. financialforyear to approvethe statements of officesheld of , Chairmanof
BPCE.
O 2016
(until 12/07/2016) Offices Offices held in previous fiscal years Afep-Medef compliant Code: V V V O 2017 V (since 02/10/2017) ofIPFrance S.A. Board of the MétropoleTélévision, Member (since 02/10/2017) RTL FranceRadio (RTL/RTL2/FUNRADIO) Ediradio S.A. (sinceBoard 02/10/2017)of theSupervisory then Chairmanof (until 20/11/2017) 02/10/2017) ofIPFranceRégions S.A. Board ofthe MétropoleTélévision, Member Permanent Representativeof Permanent Representativeof Permanent of ofDirectors oftheBoard Member French CORPORATE GOVERNANCE CORPORATE NATIXIS Monetary and FinancialCode: Monetaryand (since MEETING compliant O O O O O 2018 O (until 31/05/2018) (until 28/06/2018) (until 30/04/2018) (until 06/11/2018) (until 06/11/2018) (until 31/05/2018)
NOTICE 2020
OF NATIXIS 39
GOVERNANCE
CORPORATE GOVERNANCE OF NATIXIS
Curriculum vitae of non-voting director
Henri Proglio Chairman of Henri Proglio Consulting SAS
Born June 29, 1949 Non-voting director: KEY ADVISORY SKILLS Nationality: French First appointed: V A nationally and internationally recognized industrialist Board Meeting of April 4, 2019 Natixis shares held: 1,000 V Expertise in managing large and ratified at the AGM of May 28, 2019 Address: corporations Term expires: 2023 AGM(a) V Extensive knowledge of 9 avenue Mercier strategic issues 75008 Paris Member — Compensation Committee First appointed (as non-voting member): Board Meeting of April 4, 2019 Member — Strategic Committee First appointed (as non-voting member): Board Meeting of April 4, 2019 Chairman — Appointment Committee First appointed: Board Meeting of April 30, 2009 Date term of office expires: Board Meeting of April 4, 2019
Attendance Board Appointment Compensation Strategic rate of Directors Committee Committee Committee in 2019 92% 100% 67% 80%
A graduate of HEC Paris, Henri Proglio began his career in 1972 at Other offices held in 2019: Générale des Eaux group (now Veolia Environnement), where he held V Chairman of Henri Proglio Consulting SAS (since 09/01/2015) various positions in Senior Management. In 1990 he was appointed V Honorary Chairman of EDF (since 2015) Chairman and CEO of CGEA, a subsidiary specializing in waste V Member of the Board of: Dassault Aviation(1) (since 2008), ABR management and transport. In 2000 he became Chairman of Vivendi Management Russia (since 2014), Akkuyu Nuclear JSC (Turkey) Environnement (Veolia Environnement), and in 2003 Chairman and (since 2015), Atalian (since 01/09/2017), FCC (since 27/02/2015) Chief Executive Officer. In 2005 he was also appointed Chairman of the School Council of his Alma Mater, HEC. From 2009 to November 22, 2014 Henri Proglio was Chairman and Chief Executive Officer of EDF, and has been Honorary Chairman since 2015.
Compliance with rules governing Afep-Medef Code: French Monetary and Financial Code: the number of offices held compliant compliant
Offices held in previous fiscal years
2015 2016 2017 2018 V Member of the Board of Thales(2) (from 23/12/2014 to 13/05/2015) V Member of the Board of Fennovoima Ltd(2) (Finland) (from March 2015 to November 2015)
(a) 2023 AGM called to approve the financial statements for the year ended December 31, 2022. (1) Listed company. (2) Company outside Groupe BPCE.
40 NATIXIS MEETING NOTICE 2020 (since January Halberstadt byCatherineRepresented www.natixis.com SC: App. Comp. AC: RC: BoD: Tavernost Nicolas de (since April4, deSaintVictor Diane (since April4, Henri Non-Voting Pinault Christophe Pariset Catherine Oppetit Bernard Lalou Anne Garcelon Sylvie Nicole Dupouy Bernard (since February 6, Duband Dominique Alain Thierry (since May2019) 28, deBeaurepaire Daniel BPCE Laurent Composition oftheBoardDirectorsatMarch 1, Condaminas Proglio Strategic Committee. Com: AppointmentCommittee. Com: CompensationCommittee. Audit Risk Committee. Board ofDirectors.
Etchegoïnberry Cahn Mgo Peiet 56 Mignon(President) Committee.
Member
2019) 2019)
1 st 2018) 2020)
2N/A 62 62 69 65 70 58 66 63 56 54 63 64 63 69 61 Age SC (Chairman):100% SC: Com: 100% Comp. 100% BoD: SC: (since February6,2020) SC: App.Com: 100% Com. 100% Comp. (Chairman): 83% BoD: SC: Com: 100% Comp. App.Com.(Chairman): 100% 100% BoD: SC: Comp. 2019) (until April4, 100%App.Com (Chairman): 92% BoD: SC:80 % RC: Com: 67% Comp. 100% BoD: SC:80% RC: 100% AC (Chairman): 92% BoD: SC:100% RC (Chairman): 100% AC: 100% BoD: App.Com: Com: 100% Comp. 92% BoD: SC:80% 100% AC: 92% BoD: SC:100% RC: App.Com: 100% 83% BoD: SC: Com: 100% Comp. 83% BoD: SC: App.Com: 100% 92% BoD: BoD: SC:100% 60% AC: BoD: SC:100% 100% BoD: in 2019 Meetings Committees and Attendance rateatBoard AC: App.Com: 100% RC: 60% 100% 80% 100% 100% 75% 100% N/A 100% 100% 89% 67% 86% 75% Com: 67% 100% 100% French French French French French French French French French French French French French French French French Nationality 28/01/2013 31/07/2013 04/04/2019 18/02/2015 01/08/2017 06/02/2020 29/05/2012 28/05/2019 04/04/2019 20/12/2018 14/12/2016 12/11/2009 10/02/2016 20/12/2018 25/08/2009 01/06/2018 First appointed CORPORATE GOVERNANCE CORPORATE NATIXIS
2020 MEETING 2022 2021 2023 2022 2023 2022 2020 2023 2023 2023 2023 2022 2020 2020 2023 2023 of officeexpires term Date
NOTICE 2020 AGM AGM AGM AGM AGM AGM AGM AGM AGM AGM AGM AGM AGM AGM AGM AGM
OF NATIXIS 41
GOVERNANCE
NATIXIS COMPENSATION POLICY NATIXIS COMPENSATION POLICY
I. Compensation policy for corporate officers
Natixis’ compensation policy is pivotal to the implementation of a of Directors. Together, they ensure compliance with conflict of sustainable company strategy. The Board of Directors ensures that interest regulations pursuant to applicable legislation and the Board it is in line with the corporate interest. It ensures that the different of Directors’ internal rules. components of compensation are balanced and that the benefits The compensation policy strictly complies with regulations in Natixis’ granted are in line with the duties performed. It also ensures that countries and sectors of operation, including the CRD, the French law compensation is structured to promote long-term employee on the separation and regulation of banking activities, the Volcker engagement and enhance the company’s appeal, while discouraging Rule, AIFMD, UCITS V, MiFID II and Solvency II. excessive risk taking. Compensation of executive corporate officers follows the principles It reflects the individual and collective performance of its business of Natixis’ general compensation policy applicable to all employees, lines and employees, and incorporates financial and qualitative especially for employee categories whose professional activities performance criteria, including extra-financial criteria and specifically have a significant impact on Natixis’ risk profile, details of which are Social and Environmental Responsibility. It also serves to align over set out in the annual report on compensation policies and practices time the interests of Natixis’ various stakeholders, ensuring that published each year before the General Shareholders’ Meeting. it is not a source of conflicts of interest between employees and clients, while promoting behaviors that are in line with Natixis’ culture After consulting with the Compensation Committee and before pay and rules of good conduct. packages are approved by the General Shareholders’ Meeting, the Board of Directors determines the various pay components In order to ensure that the process for setting and amending the of Natixis’ executive corporate officers based on the principles compensation policy is independent and relevant, the Compensation of competitiveness with market practices for similar roles and Committee (whose role is detailed in section 2.3.2.3) conducts the way said components relate to performance. an annual analysis of the principles of the compensation policy for corporate officers and formulates proposals for the Board
COMPETITIVENESS PERFORMANCE INDIVIDUAL AND COLLECTIVE COMPARISON WITH FINANCIAL AND MARKET PRACTICES EXTRA-FINANCIAL CRITERIA
Pursuant to Article L. 225-37-2 III of the French Commercial Code, If there is a change in governance or a new corporate officer in exceptional circumstances, the Board of Directors may adapt certain is appointed, the Board of Directors will ensure compliance with provisions of the compensation policy provided that this deviation from the core principles of the compensation policy and may decide standard policy is temporary, in the corporate interest and necessary to deviate therefrom depending on the interested parties’ profiles. to guarantee the sustainability or viability of the company. The policy described below is in line with the compensation policy submitted to the General Shareholders’ Meeting in recent years and this version has not undergone any material changes.
42 NATIXIS MEETING NOTICE 2020 www.natixis.com Directors' Directors of of Board the Board of the composition the of in detailed office is of members term the Code, Commercial French the paid of R.225-29-1(II)(5) article to within pursuant and that specified is It granted applicable is Chairman) rules the tothedirectors. to BPCE andnot of the that (including workload with directors the BPCE to going accordance compensation directors’ of portion given the Groupe BPCE, in members, to Moreover, paid that than responsibilities involved. greater is and Committees Special the of Chairmen Directors the to paid compensation The of Board all Committee attended Strategic meeting. annual the also and Meetings they Committee Compensation if the €30,000 to participation of their total a earn therefore for will and meeting, €2,000 annual Committee Strategic collect will and Strategic the Committee of right of as members are directors all Furthermore, a% attendancerate. year,for100 of €6,000per for year total maximum a per for four, at capped being meetings compensated of €2,000 number the with attended, of Committee Compensation the of meeting each compensation for €1,000 plus Committee, fixed Compensation the in participation director, a Compensation for the earned being compensation of the member to addition a in collect, is will Committee who director a example, For Board’s Special ifapplicable. various Committees, the in participation for earned is compensation addition, In of€22,000 peryear. the maximumcompensation paid be will Meetings Board the of 100% attends who director a Thus, number the with attendance, at seven. capped of compensated meetingsbeing their on based payable meeting, per €2,000 of sum variable a as well as year, each €8,000 of sum fixed a Each Member Chairman Strategic Committee Member Chairman CompensationCommittee Member Chairman AppointmentCommittee Member Chairman Committee Risk Member Chairman Audit Committee Member Chairman Directors Board of Governing body tothefollowingrules: isgranted according Directors’ compensation Committee and Board at attendance for Directors of Board the of (seethe36th resolutionCombinedMeetings is€650,000 of the GeneralShareholders’. Meeting ofMay 19,2015) members to allocated be to compensation for budget annual overall The out setbelow. tothetermsandconditions receivedcompensationsubject ofDirectorsNatixis The membersoftheBoard Members of the Board of Directors director receives, for their own participation in Board Meetings, Board in participation own their for receives, director Fixed portion (prorated to the term of office) Fixed portiontothetermof (prorated o prv te iaca saeet fr h ya ending out year set are Directors the and of Board appointing for the for in ArticleL.225-47oftheFrenchCommercial Code. of the statements criteria Chairman with the the dismissing financial ending addition, In period the December 31,2022. the approve for to of 2018, Board 1, held Meeting Shareholders’ Natixis’ General Natixis 2023 the of adjournment June of on Chairman appointed Directors was Mignon Laurent BPCE to Code, Commercial French the of 225-29-1(II)(5) R. Article to Pursuant paid and granted is tothedirectors. and not Chairman BPCE to the within attributable including applicable compensation rules directors of the portion the with BPCE, accordance Groupe in but, Directors of Board the of member a as compensation for eligible is Chairman The duties his for is€300,000. ofthe Directors as Chairman Board compensation fixed annual the market. gross the of Mignon’s against consideration Laurent benchmarking in by Directors and of experience Board Chairman’s the by determined is Directors of Board Natixis the of Chairman the of compensation The Chairman oftheBoardof Directors subject appointments. are services Directors a last, agreementwith thecompany. and/or contract At employment of temporary an meeting. by bound Shareholders' is Board no director General next the the make to by to ratification made meetings, General Appointments two between can, Directors Shareholders' of Board the resignation, or death by vacancy director's the of his the event the resign In of reason. also without Furthermore, 2 position can member paragraph board 225-18 Any chapter). L. Code. Commercial article French in present to Directors' referred of the are Board members the of of conditions revocation and 2.2 appointment section (See €15,000 €15,000 €17,000 €17,000 Compensation €2,000 €2,000 €3,000 €3,000 €8,000 €8,000 N/A N/A €2,000/meeting (capped €2,000/meeting €1,000/meeting €2,000/meeting (cappedat €1,000/meeting €2,000/meeting €12,000/meeting (cappedat €1,000/meeting €1,000/meeting €2,000/meeting (cappedat €2,000/meeting (cappedat €2,000/meeting NATIXIS NATIXIS COMPENSATIONPOLICY MEETING (capped at (capped at (capped (capped (capped at (capped at (capped at
NOTICE 2020
at Variable portion Variable
at at
seven meetings) seven meetings) seven
three meetings) three meetings) three
four meetings) four meetings) four
six meetings) six meetings) six meetings) six meetings) six one meeting) one meeting) one 43
COMPENSATION
NATIXIS COMPENSATION POLICY
Chief Executive Officer Annual variable compensation Furthermore, the compensation of the Chief Executive Officer Fixed compensation is closely tied to the Company’s performance, especially through The fixed compensation of the Chief Executive Officer is established annual variable compensation that is contingent upon the based on the skills and expertise required to perform his duties and achievement of predetermined targets. Details regarding these is in line with market practices for similar roles. targets and the extent to which they have been achieved at the end of the period, as assessed by the Board of Directors after consulting For fiscal year 2020, François Riahi’s gross fixed compensation with the Compensation Committee, are then submitted to a vote at remains unchanged from the previous fiscal year and amounts the General Shareholders’ Meeting. The criteria include quantitative to €800,000. targets related to the financial performance of BPCE. As a reminder, Natixis is deeply embedded in Groupe BPCE in this regard, with intertwined strategic plans aimed at their mutual success. These criteria also include targets linked to Natixis’ performance as well as strategic targets, including in terms of CSR.
For fiscal year 2020, the criteria for determining the annual variable compensation approved by the Board of Directors on February 6, 2020, following a review by the Compensation Committee, and which will be put to a vote at the General Shareholders’ Meeting on May 20, 2020, are as follows:
Rules for determining variable compensation for 2020
Target set at 120% of the fixed compensation with a range from 0% to 156.75% of the target, i.e. a maximum of 188.1% of the fixed compensation. Quantitative criteria 25% V 12.5% net income (Group share) BPCE’s financial performance* V 8.3% cost/income ratio V 4.2% net revenues
Quantitative criteria 45% V 11.25% net revenues Natixis’ financial performance* V 11.25% net income (Group share) V 11.25% cost/income ratio V 11.25% ROTE
Strategic criteria 30% V 5% oversight in terms of supervision and control V 5% progress on Transformation & Corporate Culture initiatives V 10% preparation of the new Strategic Plan and better distribution to the CE & BP networks V 5% improvement of Natixis’ position as a key player in CSR initiatives V 5% managerial performance
* Underlying data.
Methods for paying the Chief Executive Officer’s annual variable Order of November 3, 2014. In particular, the payment of a fraction compensation comply with applicable regulations, especially of the variable compensation awarded is deferred over time and regulatory provisions relating to control over compensation as set is conditional. This payment is spread over at least the three fiscal out in European Directive CRD IV of June 26, 2013, and its enactment years following the year in which the variable compensation into French law in the French Monetary and Financial Code, by is awarded and is contingent upon meeting the requirement the Ordinance of February 20, 2014, and the Ministerial Decree and for continued service with Groupe BPCE and performance criteria.
Portion paid in year N with 50% indexed to the Natixis share price Annual variable compensation
% 100 At least 40% Year N+1 Year N+2 Year N+3 deferred over 3 years* 1/3 1/3 1/3 with 50% indexed 100 % in cash 50% in cash and 100% indexed 50% indexed to the to the Natixis to the Natixis Natixis share price share price share price
* CRD rules governing the portion of annual variable compensation that must be deferred. Deferred bonuses are subject to a continued service requirement and performance criteria.
44 NATIXIS MEETING NOTICE 2020 www.natixis.com (1) exceed cannot year compensation. twicehisfixedgross annual fiscal the during Officer Executive Chief the of favor in shares bonus and compensation variable annual of total The period lock-in a to subject be theterminationofhisoffice. ending upon will period vesting the of end the at officer corporate executive the to issued shares the of Thirty percent of percentage the 120%. vest iscappedat tranche thatshall shares oftheannual target, addition above and in substantially TSR is that vest event performance the CSR that In criteria. shares TSR the under of vesting to those percentage the determine shall ratings annual overall the of average the years, four the of end the At assessments agency. to theCSRofeach corresponding scale rating a includes process vesting The agencies. rating CSR three the by assessed as period vesting four-year the over performance performance CSR Natixis’ in change the on based are objectives CSR each between manner linear a category. in varies ratio The V V V V TSR index, Banks Natixis’ Stoxx Euro of the of performance tranche,asfollows: annual willbeappliedforeach a ratio TSR average relative the the with compared on Based shares the of period allocated. 25% representing each four-year tranches, annual the the of during each for 2023, and year 2022 2020, 2021, years fiscal every i.e. plan, the by compared covered Banks Stoxx be Euro will the versus index shares Natixis of performance The andofCSR targets. on Natixisstockthefulfillment achieved (TSR) Return Shareholder Total relative the both on based are which achievement conditions, performance and continued BPCE Groupe with the requirement service meeting the upon contingent is shares and these of Vesting service continued upon conditions.of performance contingent is shares these of vesting The Committee. Management Senior Natixis the of members for plans compensation long-term the under shares performance as compensation fixed annual gross his of 20% receive to eligible is Officer Executive Chief the service, continued the ensuring ensuring and strengthening (i) of long-term objective dual the meet To allocation shares Free of performance during and compensation period variable vesting the lock-up period. deferred the during of both for components strategies, insurance or using from prohibited hedging is Officer Executive Chief the reminder, a As both to applies compensation of compensation. allocated andthenon-deferredportionvariable rule variable of This component conditional and instruments. the deferred form equivalent the in or awarded is of shares compensation variable annual while the granted, of contribution 50% awarded variable the compensation of 40% variable least at the represents of component deferred The efrac getr hn r qa t 10: 1% f h shares the of vest. of the annualtrancheshall 110% 120%: to equal or than greater performance annual the of shares the of vest; tranche shall 100% 100%: annual to the equal performance of shares the of 80% vest; tranche shall 90%: to equal performance tranche; annual the of out allocated shares of vesting no 90%: below performance Average performance achievedoverthetwo alignment of shareholder and corporate interests, and (ii) and interests, corporate and shareholder of alignment
years prior to leaving (the measurement shall beontheknownresults forthefourhalf-yearpriorto prior toshall based periods leaving). years leaving (the measurement h opn. aifcin f hs ciei wl b verified be will criteria these of leaving asnecessary. by the Board ofDirectors to Satisfaction prior and years ROE two the Company. share), the for (Group reported income ratio net the cost/income as such requirements, Code, and criteria performance Afep-Medef meeting on the contingent is of benefit a provisions to the right the with line in Furthermore, changes or position another GroupeBPCE. his position within take to initiative his leaves he at if the Company payments misconduct, willful severance or negligence receive gross of not event reference in the will Officer monthly Executive to Chief The equal is pay severance ofseniority). months+peryear (12 1month compensation x of amount The over paid compensation variable average ofactivity. the lastthree calendaryears the and activity in calendar year last the of respect in paid compensation fixed the of sum the of one-twelfth to equal is compensation reference monthly The plan) Severance payments Chief contribution Natixis' defined Furthermore, policy insurance life Code) putinplaceby(in reference totheFrenchGeneralTaxBPCE. type (voluntarily Code. 82” “Article an into paid Tax 83 Officer Executive General Article of of the French kind or the by plan) covered not benefit is (defined 39 Article in described plans pension supplementary He plan. by covered pension is Officer Executive the mandatory Chief the staff, the of rest the Like Pension Post-employment benefits its executiveofficers. GroupeBPCEfor or implementedby employees allowance Natixis’ to applicable those to identical are terms whose benefits family protection social receives also Natixis Officer Executive a Chief to The applied receives those as rules Officer inFrance. employees same the Executive with in accordance Chief The benefits Fringe xed h euvln o 2 mnh o mnhy reference monthly of months 24 of payment, equivalent compensation. severance not CEO’s the may the warranted, if exceed of indemnity non-compete amount the with the combined reminder, a As V V on V based determined be V shall payment the ofperformance criteriamet: the number of amount The 3. 2. 1. if none of the criteria is met: no payment willbemade. ifnone ofthecriteriaismet:nopayment oftheagreedpayment; ifonecriterion ismet:33% oftheagreedpayment; iftwocriteriaare met:66% are met:100%oftheagreedpayment; ifall threecriteria vrg Ntxs e icm (ru sae fr h period the for share) (Group income net Natixis Average (lasthalf-year closed). leaving of time the at 75% than less ratio cost/income Natixis’ budgetaverage theexpected than75% of or higher to equal question in period the for ROE Natixis Average average budget expected the of 75% than higher or to equal in question
Plan (1) fortheperiod; NATIXIS NATIXIS COMPENSATIONPOLICY MEETING (1) for the period; for
NOTICE 2020 45
COMPENSATION
NATIXIS COMPENSATION POLICY
Non-compete indemnities Disclosure required by Article R. 225-29-1(II)(5) The non-compete agreement is limited to a period of six months and of the French Commercial Code carries an indemnity equal to six months of fixed compensation, as On April 27, 2018, François Riahi was appointed as Chief Executive in force on the date on which the Chief Executive Officer leaves Officer, effective June 1, 2018, for a period of four years ending with office. the adjournment of the 2022 Natixis General Shareholders’ Meeting The amount of the non-compete indemnity, together with the held to approve the financial statements for the year ending severance payment, if applicable, received by the Chief Executive December 31, 2021. In addition, the criteria for appointing and Officer is capped at 24 months of the monthly reference dismissing the Chief Executive Officer are set out in Articles compensation (both fixed and variable). L. 225-51-1 and L. 225-55 of the French Commercial Code. Upon the departure of the Chief Executive Officer, the Board of Directors must make a decision regarding whether to enforce the non-compete clause.
II. Compensation and benefits of any kind for the Chairman of the Board of Directors and the Chief Executive Officer for 2019
The May 28, 2019 General Shareholders’ Meeting approved the components of the compensation policy for the Chairman of the Board of Directors and the Chief Executive Officer.
Chairman of the Board of Directors – 25% Quantitative Compensation and benefits % 30 criteria Strategic of any kind paid during the 2019 BPCE’s financial criteria fiscal year and/or granted in respect performance of this fiscal year
In accordance with the principles approved by the General Shareholders’ Meeting on May 28, 2019, Laurent Mignon received gross compensation of €300,000 for the 2019 fiscal year in connection with his duties as Chairman of the Natixis Board of Directors. 45% Quantitative criteria Chief Executive Officer – Natixis’s financial Total compensation and benefits performance of any kind paid during the 2019 fiscal year and/or granted in respect of this fiscal year V quantitative targets (70%), 25% of which based on financial performance in relation to the Groupe BPCE budget (net revenues The components of the Chief Executive Officer’s compensation for 4.2%, net income (Group share) 12.5% and cost/income ratio 8.3%) 2019 comply with the principles approved by the General and 45% based on the financial performance of Natixis (net revenues Shareholders’ Meeting on May 28, 2019. 11.25%, net income (Group share) 11.25%, cost/income ratio 11.25% and ROTE — Return on Tangible Equity 11.25%); Fixed compensation V individual strategic targets (30%), 15% of which related to the François Riahi’s gross fixed compensation for 2019 in connection implementation of the 2018-2020 strategic plan; the three other with his duties as Chief Executive Officer was €800,000 and remains strategic targets, each assigned a weight of 5%, being related unchanged from the previous year. to oversight in terms of supervision and control as provided for in regulations (including the implementation of the RAF and The fixed compensation paid to François Riahi during the 2019 fiscal the activation of the threshold breach remediation process); year for his duties as Chief Executive Officer of Natixis represents the implementation of Natixis transformation; and managerial 41% of the total compensation granted. performance assessed with regard to the ability to anticipate developments, make decisions and lead the Group, and manage Annual variable compensation executive officers. The annual variable compensation in respect of fiscal year 2019 was Given the achievements observed by the Board of Directors after calculated on the basis of quantitative and strategic criteria first receiving the opinion of the Compensation Committee, the amount reviewed by the Compensation Committee then validated by of annual variable compensation for 2019 was set as follows: the Board of Directors, and submitted to a vote at the General Shareholders’ Meeting on May 28, 2019. V in respect of BPCE quantitative criteria: €267,588, or 111.50% of the target; The variable compensation target for the 2019 fiscal year was set at 120% of the Chief Executive Officer’s fixed compensation, with V in respect of Natixis quantitative criteria: €413,474, or 95,71% a range of between 0% and 156.75% of the target, i.e. a maximum of the target; of 188.1% of fixed compensation. François Riahi’s full-year variable V in respect of strategic criteria: €307,200, or 106.67% of the target. compensation target was €960,000. The following targets were set for 2019:
46 NATIXIS MEETING NOTICE 2020 umte t a oe f h saeodr i My 2020, based May Directors in of shareholders Board 102.94% the of Natixis of the targetvariablecompensation, i.e.€988,262: recommendation of Committee's the on the Compensation vote by a was determined to submitted be will which 2019, year fiscal for amount compensation variable The cultural Natixis' into transformation. injected momentum new the recognized also Board The Factor. Weighting Green of launch the and commitments www.natixis.com TSR index, Banks Natixis’ Stoxx Euro of the of performance tranche,as follows: annual willbeappliedforeach a ratio TSR average relative the the with compared on Based shares the of period allocated. 25% representing each four-year tranches, annual the the of during each for 2022, and year 2021 2019, 2020, years fiscal every i.e. plan, the by compared covered Banks Stoxx be Euro will the versus index shares Natixis of performance The andofCSR targets. on Natixisstockthefulfillment achieved (TSR) Return Shareholder Total relative the both on based are which conditions, performance and continued BPCE Groupe with the requirement service meeting upon contingent is shares these of Vesting fixed compensation. annual gross Riahi’s François of 20% to 38,049 shares, corresponds allocation This of maximum a of ofsharecapitalattheallocationdate. maximum of0.00101% a i.e. acquisition conditions, performance the of achievement the the on depending to lead of can Directors of Board the 2019, which Riahi, François to shares 31,708 performance allocated Natixis May 28, on meeting its at CDG”), (“LTIP Natixis of Committee Management Senior the of members for Plans Incentive Long-Term of part as shares performance receive to eligibility Officer’s Executive Chief the of principle the with keeping In allocation shares Free of performance share Natixis’ to indexed is 50% which of price. 2023, and 2021, 2022, to deferred being is 2019 for compensation variable Riahi’s François of 65% for the 2019fiscal year François Riahi’s annualvariablecompensation for the 2019 fiscal year Annual variable into took CE specifically the by products payments and insurance Board of distribution dynamic the the plan, strategic the of roll-out the in made progress criteria, the consideration strategic Regarding target compensation of thevariable i.e. 106.67% Strategic criteria € 307,200 n B ntok, s el s h gon cvrd n CSR in covered ground the as well as networks, BP and
compensation i.e. 95.71% of thevariablei.e. 95.71% Quantitative criteria Quantitative criteria compensation target Natixis’ financial BPCE’s financial € € 267,588 performance performance 413,474 compensation of thevariable i.e. 111.5% target François Riahi,ChiefExecutive Officer fiscalyearby vesting for the 2019 Breakdown ofannualvariable 2019 for 2020. on May 20, compensation variable Meeting Shareholders’ General annual the at vote the after made be will only of respect in Payments V V n o te etn pro wl b sbet o lc-n eid ending period lock-in a upontheterminationofhis office. to subject be will the period at vesting officer the of corporate end executive the to issued shares the of 30% percentage the target, above substantially 120%. vest iscappedat tranchethat shall of shares oftheannual addition is and in TSR that performance vest event the CSR that In criteria. shares TSR the under of vesting to those percentage the determine requirements shall with ratings annual overall the of average the years, agency, four the of end the At each of assessments twoyears. morestringent overthelast becoming CSR the to corresponding scale rating a includes process vesting The agencies. rating CSR three the by assessed as period vesting four-year the over performance performance CSR Natixis’ in change the on based are objectives CSR each between manner linear a category. in varies ratio The V V V V € one portion will be paid in 2020, 50% of which will be indexed to the to indexed be will which of 50% 2020, in paid be will portion one ri euiis, rvdd ht h cniud evc requirement conditionsmet. and performanceare service continued €640,050. the price that share provided price i.e. Natixis or in securities), share the to Natixis indexed price, the (100% to 2023 indexed and share in securities) 50% and cash Natixis in (50% the 2022 to cash), in (100% 2021 in thirds in paid be will amount indexed This deferred be which of 50% will years, three over deferred be will portion other the i.e. €348,212; price, Natixis share efrac getr hn r qa t 10: 1% f h shares the of vest. of the annualtrancheshall 110% 120%: to equal or than greater performance annual the of shares the of vest; tranche shall 100% 100%: annual to the equal performance of shares the of 80% vest; tranche shall 90%: to equal performance tranche; annual the of out allocated shares of vesting no 90%: below performance 213,350
€
213,350 in 2022
in 2023 NATIXIS NATIXIS COMPENSATIONPOLICY MEETING
compensation
date in 2021 €
213,350 NOTICE 2020 in 2020 € 348,212 47
COMPENSATION
NATIXIS COMPENSATION POLICY
Structure of fixed compensation granted to the Chief Executive Officer for fiscal year 2019
€160,000 Free allocation of 30% performance shares Individual strategic targets
5% oversight in terms of supervision and control 15% roll-out of the 2018-2020 Strategic Plan Total compensation 5% implementation of Natixis transformation €802,384 5% managerial performance granted in respect of 2019 Fixed compensation €1,950,646 70% Quantitative targets
25% BPCE’s financial performance €988,262 (12.5% net income (Group share), 8.3% cost/income ratio, Annual variable compensation 4.2% net revenues) 45% Natixis’ financial performance (11.25% net revenues, 11.25% net income (Group share), 11.25% cost/income ratio, 11.25% ROTE)
Changes to Chief Executive Officer François into an “Article 82” type life insurance policy (in reference to the French Riahi's compensation since 2018 General Tax Code) put in place by Groupe BPCE. The premiums (fixed portion + annual variable compensation on this policy were paid by the Chief Executive Officer and not awarded + performance share plan) by Natixis. In 2019, François Riahi paid €117,333 into his policy. Severance payments and consideration €160,000 for non-compete agreement On May 2, 2018, the Board of Directors decided that François Riahi would, effective from his appointment as Chief Executive Officer, be entitled to the same severance payments and consideration for €988,262 €93,333 non-compete agreement as his predecessor, the commitments and agreements for which were approved at the May 23, 2018 General €528,190 Shareholders’ Meeting.
€802,384 Rules for calculating the severance payment €468,055 The monthly reference compensation is equal to one-twelfth of the 2018 (7 months) 2019 sum of the fixed compensation paid in respect of the last calendar year in activity and the average variable compensation paid over Free share plan (corresponding to the value the last three calendar years of activity. on the allocation date) Annual allocated variable compensation The amount of severance pay is equal to monthly reference Fixed compensation + fringe benefits in € compensation x (12 months +1 month per year of seniority). The Chief Executive Officer will not receive severance payments in the event of gross negligence or willful misconduct, if he leaves Fringe benefits the Company at his initiative to take another position or changes The Chief Executive Officer receives a family allowance inaccordance his position within Groupe BPCE. with the same rules as those applied to Natixis employees in France, Furthermore, in line with the provisions of the Afep-Medef corporate i.e. €2,324. governance code, the right to a benefit is contingent on meeting François Riahi also receives health benefits and personal protection performance criteria and requirements, such as net income (Group insurance, the terms of which are identical to those applicable share), ROE and the cost/income ratio reported for the two years to Natixis’ employees or implemented by Groupe BPCE for its prior to leaving the company. The Board of Directors will verify executive officers. The corresponding employer contribution amount the satisfaction of these criteria as necessary: for this protection is €21,112. 1. Average Natixis net income (Group share) for the period in question equal to or higher than 75% of the expected budget Post-employment benefits average(1) for the period; Pension Plan 2. Average Natixis ROE for the period in question equal to or Like the rest of the staff, the Chief Executive Officer is covered higher than 75% of the expected budget average(1) for the by the mandatory pension plan. He is not covered by the kind of period; supplementary pension plans described in Article 39 (defined benefit 3. Natixis’ cost/income ratio less than 75% at the time of leaving plan) or Article 83 (voluntarily defined contribution plan) of the French (last half-year closed). General Tax Code. Furthermore, Natixis’ Chief Executive Officer paid
(1) Average performance achieved over the two years prior to leaving (the measurement shall be based on the known results for the four half-year periods prior to leaving).
48 NATIXIS MEETING NOTICE 2020 and agreementsto therelated-party Shareholders’ Meetingrespect with have beenapprovedGeneral bythe www.natixis.com in respect variableAnnual compensation compensation Fixed which or grantedthefiscalyearended for compensationComponents of due reference monthly compensation. of 24 months of equivalent the exceed warranted, not if may indemnity non-compete the with combined payment, severance Officer’s Executive Chief the of amount the reminder, a As V V V the V on based determined be shall payment numberofperformance criteriamet: the of amount The ut-ervral opnain0 Extraordinary variablecompensation Multi-year if none of the criteria is met: no payment willbemade. ifnone ofthecriteriaismet:nopayment oftheagreedpayment; ifonecriterion ismet:33% oftheagreedpayment; iftwocriteriaare met:66% are met:100%oftheagreedpayment; ifall threecriteria cmimnspoeueAon Comments Amount commitments procedure aresubjecttoapprovalor of 2019 of compensation 0 €800,000 9822Theannualvariable €988,262 Meeting inMay 2019 Chief The variable of In 2019 François Riahi did not receive any extraordinary notreceiveany FrançoisRiahidid In 2019 compensation. V of The amount V V V was set of the Compensation Committee, V V of the target, fromthepreviousyear. unchanged €800,000andis was gross 2019hisas Chief François Riahi’s fixedcompensationfor duties V of the shareholders The followingtargets compensation target In 2019 François Riahi did not receive any multi-year notreceiveany FrançoisRiahidid In 2019 variablecompensation. validated bytheBoard Given make Individual strategic and ROTE–Return onTangibleEquity quantitative service requirement one portion in respect in respect in respect in regulations of 5%, being related of the 2018-2020 (net revenues and cost/income income BPCEnet (Groupshare)to the Groupe budget(netrevenues4.2%, 12.5% (100% 2021 price, the otherportion managerial breach the variable compensation target, i.e.the variable compensationtarget, 988,262: quantitative and strategic criteria first reviewed by the Compensation Committee then quantitative andstrategicfirstreviewedbytheCompensationCommitteethen criteria
the achievements observed by the Board ofDirectorstheopinionobserved bytheBoard afterreceiving theachievements Executive Officer’s fixed compensation, with a range ofbetween0% witharange Officer’s fixedcompensation, and156.75% Executive (50% incash (50% i.e. €640,050. This deferred Thisamountwillbepaidinthirds(100% i.e.€640,050. 2020 incash), decisions and lead the Group, and manage executive officers. leadGroup,andmanage decisions and the asfollows: indexed to the Natixis share price or in securities), provided that the continued indexed totheNatixissharepriceorinsecurities),providedthatcontinued remediation process); the implementation of Natixis transformation; and process);Natixistransformation;and remediation theimplementationof of strategicor ofcriteria:€307,200, Natixis quantitativeor ofcriteria:€413,474, BPCE€267,588or ofquantitativecriteria: of variable compensation for 2019, whichwillbeputvariable 2019, ofcompensationfor toavote compensation target for the 2019 fiscal year was set at120%the 2019set target forwas the compensationfiscalyear of i.e. a maximum188.1%compensation.FrançoisRiahi’s i.e.a of fixed variable performance assessed with regard performancewith developments, assessed totheabilityanticipate will be paid50%itindexedtotheNatixisshareprice,€348,212; willbe in2019,of i.e. targets (70%), 25% of which onfinancialperformance ofbased inrelation targets(70%),25% (includingtheimplementationofRAFandactivationthreshold of 11.25%, net income(Group11.25%, net share)cost/income11.25% ratio shall be deferredover50%ofitindexedtotheNatixisshare shallbe threeyears, ratio 8.3%) and 45% based on the financial performanceNatixis onthefinancial of based ratio 8.3%)and45% strategic plan; strategic at the AnnualGeneralShareholders’Meeting,therefore atnext is 102.94% compensation in respect of fiscal year 2019inrespect year compensationoffiscal wascalculatedonthebasis and 50% indexedtotheNatixissharepriceinsecurities)and2022 and50% pn h dprue f h Cif xctv Ofcr te Board the enforce Officer, to whether Executive regarding thisagreement. the non-compete clauseprovidedforunder decision Chief a the make must of monthly of Directors departure the the of Upon (24) months twenty-four at the fixedandvariable). reference compensation(both capped Executive with is Chief together the by Officer indemnity, received applicable, non-compete if payment, the severance of amount The leaves Officer office. Executive Chief compensation, the which fixed on date of the on six months force as in to equal indemnity an carries and six months of period a to limited is agreement non-compete The the Chief A for the 2019 fiscal year was €960,000. 2019 was forthefiscalyear in accordance with the provisions of theSapin II law. theprovisionsof inaccordance with targets (30%), 15% of whichimplementation ofrelatedtothe targets(30%),15% were set for 2019: were for set and performance conditions are met. conditions andperformance tooversightintermsof supervisioncontrolasprovided and for of Directors, and submitted ofDirectors,toavoteatShareholders’ theGeneral
non-compete theamountofannualvariablefor2019 compensation the three other strategic targets, each assigned a weight assigneda thethreeotherstrategictargets,each Executive Officerleave office Executive 11.25%);
indemnity should indemnity should 106.67%thetarget. of NATIXIS 111.50%thetarget; of 95.71% of thetarget; 95.71%of NATIXIS COMPENSATIONPOLICY MEETING
NOTICE 2020
Executive Officer 49
COMPENSATION
NATIXIS COMPENSATION POLICY
Components of compensation due or granted for the fiscal year ended which are subject to approval or have been approved by the General Shareholders’ Meeting with respect to the related-party agreements and commitments procedure Amount Comments Allocation of stock options/ 31,708 sharesV No stock options were granted to François Riahi during fiscal year 2019. performance shares and any other V Based on the positive opinion of the Compensation Committee and in keeping long-term compensation with the principle of the Chief Executive Officer’s eligibility to receive performance shares as part of Long-Term Incentive Plans for members of the Senior Management Committee of Natixis (“LTIP CDG”), at its meeting on May 28, 2019, the Board of Directors of Natixis allocated 31,708 performance shares to François Riahi, which can lead to the acquisition of a maximum of 38,049 shares, depending on the achievement of the performance conditions, i.e. a maximum of 0.00101% of share capital at the allocation date. This allocation corresponds to 20% of François Riahi’s gross annual fixed compensation. V Vesting of these shares is contingent upon meeting the continued service requirement and performance conditions, which are based on both the relative Total Shareholder Return (TSR) achieved on Natixis stock and the fulfillment of CSR targets. V The performance of Natixis shares versus the Euro Stoxx Banks index will be compared every year during the four-year period covered by the plan, i.e. fiscal years 2019, 2020, 2021 and 2022, for each of the annual tranches, each representing 25% of the shares allocated. Based on the relative performance of Natixis’ TSR compared with the average TSR of the Euro Stoxx Banks index, a ratio will be applied for each annual tranche, as follows: V performance below 90%: no vesting of shares allocated out of the annual tranche; V performance equal to 90%: 80% of the shares of the annual tranche shall vest; V performance equal to 100%: 100% of the shares of the annual tranche shall vest; V performance greater than or equal to 120%: 110% of the shares of the annual tranche shall vest. The ratio varies in a linear manner between each performance category. V CSR objectives are based on the change in Natixis’ CSR performance over the four-year vesting period as assessed by the three CSR rating agencies. The vesting process includes a rating scale corresponding to the CSR assessments of each agency, with requirements becoming more stringent over the last two years. At the end of the four years, the average of the overall annual ratings shall determine the percentage of shares that vest in addition to those vesting under the TSR criteria. In the event that TSR and CSR performance is substantially above target, the percentage of shares of the annual tranche that shall vest is capped at 120%. V 30% of the shares issued to the corporate officer at the end of the vesting period will be subject to a lock-in period ending upon the termination of his office.
Ban on hedging The Chief Executive Officer is prohibited from using hedging or insurance strategies, both during the vesting period of components of deferred variable compensation and during the lock-up period.
Contract termination payment: - On May 2, 2018, the Board of Directors decided that François Riahi would, effective from severance payment/non-compete his appointment as Chief Executive Officer, be entitled to the same severance payments payment and consideration for non-compete agreement as his predecessor, the commitments for which were approved at the May 23, 2018 General Shareholders’ Meeting. Rules for calculating severance payment: The monthly reference compensation is equal to one-twelfth of the sum of the fixed compensation paid in respect of the last calendar year in activity and the average variable compensation paid over the last three calendar years of activity. The amount of severance pay is equal to monthly reference compensation x (12 months +1 month per year of seniority). The Chief Executive Officer will not receive severance payments in the event of gross negligence or willful misconduct, if he leaves the Company at his initiative to take another position or changes his position within Groupe BPCE.
50 NATIXIS MEETING NOTICE 2020 Supplementary and agreementsto therelated-party Shareholders’ Meetingrespect with have beenapprovedGeneral bythe www.natixis.com * protection insurance Healthcare scheme/personal Benefits of Directors’ compensation payment severance payment/non-compete terminationpayment: Contract which or grantedthefiscalyearended for compensationComponents of due cmimnspoeueAon Comments Amount commitments procedure Average performancetheAverage achieved over two aresubjecttoapprovalor any kind any pension plan
- mechanism Article 82 BPCEGroupe - 234TheChief €2,384
years priortoleaving(the the rest of the Chiefthe ofstaff, Officerisbythemandatory rest Executive covered pension this agreement. of the monthly if applicable, Chief equal tosix The non-compete Non-compete of monthly referencecompensation. criteria The components to health Natixisemployeeswithto ofrespectinsurance similarthose François Riahireceives appliedas those toNatixisemployeesinFrance. of his In 2019, The premiums onthis General (defined plan. Like a decision Upon The amount with areminder,theamountofChiefOfficer’scombined As Executiveseverancepayment, V V V V The amount 3. 2. 1. to leaving share),ROEand thecost/incomereportedtwoyearsprioras netincome(Group ratiofor such performanceandrequirements, onmeeting criteria contingent toa benefitis the right the Afep-MedefgovernanceFurthermore, inlinewiththeprovisionsofcorporatecode, scheme are In 2019, FrançoisRiahipaid€117,333intohis policy. life as necessary: if none of the criteria is met:none thecriteriais willbeif of nopaymentmade. theagreedonecriterionis of payment; if met:33% theagreedtwo aremet:of payment; if criteria 66% met:all threecriteriaare of theagreedif 100%payment; Natixis’ cost/income ratio less than 75% at the time of leaving cost/income attimeof(lastclosed). Natixis’ ratiolessthan75% thehalf-year budget average* oftheexpected equaltoorthan75% Average NatixisROEfortheperiodinquestion higher the period; budgetaverage * for than 75%oftheexpected Average Natixisnet insurance policy (in reference to the French General Tax GeneralCode)putinsurance policyreferencetotheFrench placebyBPCE. (inin the non-compete indemnity if warranted, may thenon-competewarranted, indemnityif notexceed He is not covered by the kind of supplementarypension isnotbythekindofplansinArticle 39 He covered described
the departure of the ExecutiveOfficer,make ofChief theBoardDirectorsmust thedeparture of responsibilities as a director within GroupeBPCE. as directorwithin responsibilitiesa Executive Officerleavesoffice. Executive met: François Riahi received no compensation inrespect nocompensation aspart FrançoisRiahireceived the2019fiscalyear of benefit plan) or Article 83 (voluntarily defined contribution plan) of the French theFrench plan)of contribution plan) or(voluntarilydefined benefitArticle 83 Tax Code. Furthermore, Natixis’ ChiefTax Furthermore,Natixis’ Officerpaidintoan Code. Executive“Article 82” type and personal and protectioncoverage. Executive Officer receives a family allowance in accordance withthe rules allowance inaccordancesame Officerreceivesafamily Executive the Company. Satisfaction of these criteria will be verifiedbytheBoardDirectorscriteria willbe of theCompany.Satisfactionthese of regarding whethertoenforcethenon-competeclauseforunder provided months of fixed compensation, as in force on the date onwhich compensation,inonthedate offixed as force months the subject to related partyagreements. subjecttorelated of the non-compete ofindemnity,together the payment ofshallbedeterminedbasedperformance onthenumber measurement shallbebased received bytheChiefOfficeriscapped received Executive attwenty-four(24)months indemnity in the event of termination of theChiefExecutive Officer’sinthe eventtermination of indemnityof office reference compensation (bothfixed referencevariable). and of the Chiefsocialcomplementary ofExecutiveOfficer’s protectionand agreement is limited to a period of six limitedtoaperiodof andcarries agreementis months anindemnity for theperiod; for income (Group share) for the period in question equal to or higher share)fortheperiodinquestionequaltoorhigher income(Group policy were paid by the Chief Executive Officer and not byNatixis. Officer andnot policy werepaidbytheChiefExecutive
on the known results for the four quarters prior to leaving). on knownresultsforfourprior to the quarters with theseverancepayment, with NATIXIS NATIXIS COMPENSATIONPOLICY the equivalent of 24 months theequivalentof MEETING
NOTICE 2020 51
COMPENSATION
REPORT OF THE BOARD OF DIRECTORS
REPORT OF THE BOARD OF DIRECTORS ON THE USE OF CAPITAL INCREASE AUTHORIZATIONS IN 2019
vest at the end of a vesting period that runs until May 22, 2022, Bonus shares in vesting period inclusive, provided that a continued service requirement and performance conditions are met. By virtue of the authorization granted by the Combined General Shareholders’ Meeting of May 24, 2016, resolution nineteen, the Board By virtue of the authorization granted by the Combined General of Directors of Natixis decided at its July 28, 2016 meeting to award Shareholders’ Meeting of May 24, 2016, resolution twenty, the Board 151,283 bonus shares to the members of the Natixis Senior of Directors of Natixis decided at its April 12, 2019 meeting to award Management Committee, including 47,463 shares awarded to the 2,600,406 bonus shares to the recipients designated by the Board of Chief Executive Officer of Natixis. These shares will vest at the end of Directors, including 64,902 shares awarded to the corporate officers a vesting period that runs until July 27, 2020, inclusive, provided that a of Natixis. These shares will vest in tranches on March 1, 2021 and continued service requirement and performance conditions are met. March 1, 2022, provided that a continued service requirement and performance conditions are met. By virtue of the authorization granted by the Combined General Shareholders’ Meeting of May 24, 2016, resolution twenty, the Board By virtue of the authorization granted by the Combined General of Directors of Natixis decided at its April 10, 2017 meeting to award Shareholders’ Meeting of May 24, 2016, resolution nineteen, the Board 3,012,307 bonus shares to the recipients designated by the Board of of Directors of Natixis decided at its May 28, 2019 meeting to award Directors. One tranche of these shares vested on March 1, 2019, and 31,708 bonus shares to François Riahi, the Chief Executive Officer of another tranche will vest on March 1, 2020, provided that a continued Natixis, and 73,420 bonus shares to the members of the Natixis service requirement and/or performance conditions are met Senior Management Committee (excluding the Chief Executive (systematic performance conditions applicable to “regulated” Officer). These shares will vest at the end of a vesting period that runs categories of staff). until May 27, 2023, inclusive, provided that a continued service requirement and performance conditions are met. By virtue of the authorization granted by the Combined General Shareholders’ Meeting of May 24, 2016, resolution nineteen, the Board of Directors of Natixis decided at its May 23, 2017 meeting to award 79,369 bonus shares to the members of the Natixis Senior Bonus shares in holding period Management Committee, including 29,911 shares awarded to the Chief Executive Officer of Natixis. These shares will vest at the end of By virtue of the authorization granted by the Combined General a vesting period that runs until May 22, 2021, inclusive, provided that a Shareholders' Meeting of May 21, 2013, resolution seventeen, the continued service requirement and performance conditions are met. Board of Directors decided at its February 18, 2015 meeting to award a total of 95,144 bonus shares to the members of the Natixis Senior By virtue of the authorization granted by the Combined General Management Committee, including 27,321 shares awarded to the Shareholders’ Meeting of May 24, 2016, resolution twenty, the Board Chief Executive Officer, in respect of the 2015 Plan. The vesting of Directors of Natixis decided at its April 13, 2018 meeting to award period for these shares expired on February 18, 2019. 3,389,678 bonus shares to the recipients designated by the Board of Directors, including 84,775 shares awarded to the Chief Executive Consequently, in a decision made on February 18, 2019, by virtue of Officer of Natixis. The shares will vest in tranches on March 1, 2020, the authority granted to him by the Board of Directors, the Chief March 1, 2021, April 12, 2021 and April 12, 2023, provided that a Executive Officer of Natixis acknowledged that the number of shares continued service requirement and performance conditions are met. to be delivered came to 48,894 shares, which were existing shares previously acquired by the Company under its share buyback By virtue of the authorization granted by the Combined General program. Shareholders’ Meeting of May 24, 2016, resolution nineteen, the Board of Directors of Natixis decided at its May 23, 2018 meeting to By virtue of the authorization granted by the Combined General award 11,661 bonus shares, prorated to reflect the length of time Shareholders’ Meeting of May 24, 2016, resolution twenty, the Board served in office in 2018, to Laurent Mignon, the Chief Executive of Directors decided at its July 28, 2016 meeting to award a total of Officer of Natixis, and 58,024 bonus shares to the members of the 3,081,642 bonus shares to certain employees of the Company and Natixis Senior Management Committee. These shares will vest at the its subsidiaries in respect of the 2016 Plan. The vesting period end of a vesting period that runs until May 22, 2022, inclusive, for the last tranche of this award expired on March 1, 2019. provided that a continued service requirement and performance By virtue of the authorization granted by the Combined General conditions are met. Shareholders’ Meeting of May 24, 2016, resolution twenty, the Board By virtue of the authorization granted by the Combined General of Directors decided at its April 10, 2017 meeting to award Shareholders’ Meeting of May 24, 2016, resolution nineteen, 3,012,307 shares to certain employees of the Company and the Board of Directors of Natixis decided at its August 2, 2018 its subsidiaries in respect of the 2017 Plan. The vesting period meeting to award 13,605 bonus shares to François Riahi, the Chief for the first tranche of this award also expired on March 1, 2019. Executive Officer of Natixis since June 1, 2018. These shares will
52 NATIXIS MEETING NOTICE 2020 www.natixis.com companies the of pre-retirees and included inthisscope. retirees the to Financial available also is (excluding scheme The Plan. Savings Employee International Natixis the divisions in and and Plan Services Savings Employee Natixis the Insurance in enrolled are who Investments), Banking, Financial Investment Specialized & Corporate Management, Wealth & Asset its comprises of branches and which subsidiaries the Directors, and S.A. Natixis of Board the by determined scope the The ownership plan Mauve employeeshare respect in €1.60 of capital share value Company’s to€5,044,925,571.20. from €5,040,461,747.20 the par increasing thereby a Plan, of the 2017 with shares issue the via €1,516,422.40 of 947,764 new of amount the in and respect Plan in 2016 €1.60 of the of value par a with shares 1,842,126 new of issue the via came increases €2,947,401.60 of amount capital the in acknowledged Plan reserves of by capitalization thus Officer 2016 Executive Chief the The of beneficiaries the to947,764 new shares. of came to thebeneficiaries2017Plan to Chief issued be to shares of number the the that and shares issued to 1,842,126 new Directors, be of Board to the by shares of number the that acknowledged Natixis him of Officer Executive to granted authority the of virtue by 2019, March 1, on made decision a in Consequently, Mauve plan is reserved for employees of companies included in included companies of employees for reserved is plan Mauve
aii’ or o Drcos i nt s ti dlgto o authority of delegation this in 2019. use not did Directors of Board Natixis’ valid remain would of26 months fromthedatesaidMeeting, for a period shares issue capital to authority share of delegation to the that access giving securities established also It plans. savings employee of or members for reserved shares of issue General the Combined through euros, million (50) fifty of maximum a to up the stages, the more or to 2019, granted one in authorization capital, share increase to whether May 28, decide to Directors of Board the renewed dated Meeting resolution Shareholders’ a In in2018. to 2016inclusiveandagain right subscription 2013 years the for preferential plan, ownership share employee the Mauve under their without General Natixis, the of by employees granted authorization the the for reserved increase capital a out carry to Meeting Shareholders’ use to agreed Natixis of Directors of Board the term, long the over Natixis of growth earnings and the with employees Natixis of interests the align to order In andthealternativeproposed. onlocallegislation based of France outside reduced be may period time This France. in plans savings employee to applicable release early of cases barring years, the benefit five of period a for up locked are plan Mauve the in invested Amounts international with are and provisions they the with terms of existingplanswithin Natixis. if compliance in alternative advantageous contributions of employer-paid similar on a beneficiaries) for (or shares for Natixis subscribe to able are beneficiaries plan, Mauve the Under REPORT OFDIRECTORS THEBOARD OF NATIXIS MEETING
NOTICE 2020 53
RESOLUTIONS
REPORT OF THE BOARD OF DIRECTORS
Summary table of current authorizations granted to the Board of Directors by the General Shareholders’ Meeting and their use by the Board of Directors
Date of General Shareholders’ Resolution Date Amount Meeting No. Purpose of authorization Amount authorized Duration used used 28/05/2019 25 To award bonus shares to employees and corporate 2.5%/0.1% (b) 37 months None None officers of the Company and related companies, of share capital without preferential subscription rights 28/05/2019 26 To reduce share capital by canceling treasury shares 10% of the shares 26 months None None constituting the Company's share capital 28/05/2019 27 To increase share capital through the issue of shares €1.5bn (a) 26 months None None and/or securities providing access to the capital of the Company or entitling holders to the allotment of debt securities, with preferential subscription rights maintained 28/05/2019 28 To increase share capital through the issue, by public €500m (a) (c) 26 months None None offer, of shares and/or securities providing access to the capital of the Company or entitling holders to the allotment of debt securities, without preferential subscription rights 28/05/2019 29 To increase share capital through the issue, by an offer €500m (a) (d) 26 months None None as set out in Article L.411-2(II) of the French Monetary and Financial Code, of shares and/or securities providing access to the capital of the Company or entitling holders to the allotment of debt securities, without preferential subscription rights 28/05/2019 30 To issue shares and/or securities providing access 10% of share capital (d) 26 months None None to the Company’s share capital or entitling holders to the allotment of debt securities as remuneration for contributions in kind involving capital stock or securities giving access to capital, without preferential subscription rights 28/05/2019 31 To carry out a capital increase through €1.5bn (a) (c) 26 months None None the capitalization of reserves, retained earnings, share premiums or other items 28/05/2019 32 To increase the number of securities to be issued 15% of initial issue (e) 26 months None None in the event of capital increases with or without preferential subscription rights 28/05/2019 33 To increase share capital through the issue of shares €50m (a) (c) 26 months None None or securities providing access to the capital of the Company, reserved for members of employee savings plans with waiving of preferential subscription rights in favor of said members
(a) Overall par value ceiling. (b) For executive corporate officers. (c) Amount deducted from the overall ceiling set in resolution No. 27 of the General Shareholders’ Meeting of May 28, 2019 (€1.5 billion). (d) Amount deducted from the overall ceiling set in resolution No. 27 of the General Shareholders’ Meeting of May 28, 2019 (€1.5 billion) and the ceiling decided in resolution No. 28 of said General Shareholders’ Meeting (€500 million). The issue of shares may not exceed the limits specified by the applicable legislation at the date of the issue (currently 20% of share capital per year). (e) Amount deducted from the ceiling set in resolution No. 27 of the General Shareholders’ Meeting of May 28, 2019 (€1.5 billion). For each issue, ceiling equal to the limit provided for under regulations in force on the issue date (currently, 15% of the initial issue).
54 NATIXIS MEETING NOTICE 2020 www.natixis.com V V V V V V V V V V V V V V V V V V Ordinary 2020 SHAREHOLDERS’ MEETINGOFMAY 20, AGENDA OFTHECOMBINEDGENERAL eeain f uhrt t te or o Drcos concerning Directors of Board the to own shares; theCompanyinits the trading by authority of Delegation director; as a ofSylvie Garcelon Reappointment ofNicoleEtchegoïnberry as adirector; Reappointment director; ofAlainCondaminas asa Reappointment as adirector; oftheco-optingDuband Ratification ofDominique Code Financial and Monetary French year endedDecember 31,2019; during thefiscal the French of Article L.511-71 in the of to referred employees the to paid compensation for budget Overall Article L.225-37-2 to pursuant Code; Commercial Directors, of Board the of members the for policy compensation the of Approval Executive Chief Commercial the French Code; the for of French Article L.225-37-2 policy to pursuant compensation Officer, the the of of Approval Article L.225-37-2 to pursuant Code; Commercial Directors, of Board the of Chairman the for policy compensation the of Approval Article L.225-100(III) year to fiscal pursuant same Code; of the French Commercial the Officer, of respect Executive in to the Chief granted or during 2019 to paid year kind any fiscal of benefits pursuant the and compensation total Directors, the of constituting items non-recurring and variable fixed, the of Approval Board year the fiscal same Code; Article L.225-100(III) oftheFrenchCommercial the of of respect in to the Chairman granted or during 2019 paid year kind any fiscal of benefits the and compensation total the constituting items non-recurring and variable fixed, the of Approval Article L.225-37-3(I) in Code; of the FrenchCommercial Article L.225-100(II) to to pursuant Articles L.225-38 Code, referred Commercial disclosures of the French by the of covered Approval agreements the et seq. of the French Commercial Code; of Approval December 31, 2019; ended year fiscal the for earnings of Appropriation statements financial consolidated the year endedDecember 31,2019; for the fiscal of approval and Review endedDecember 31, 2019; year fiscal the for statements financial the of approval and Review theStatutoryAuditors; Reports by theBoardofReports by Directors;
business AGENDA OFGENERALMEETING THECOMBINED SHAREHOLDERS’ MAY 20, 2020 V V V Extraordinary eiltv poiin ad paig f rils1 ad 22 and Articles 14 Powers tocompleteformalities. of updating and of the bylaws; provisions new the with bylaws legislative the of 29 and Articles 13 of Harmonization powers the to relating bylaws of the BoardofDirectors; the of Article 12 of Amendment hrhles drse atr a 1, 00 n rcie by received mostlatethe Companyat May18,2020. and 2020 14, May the after of addressed questions shareholders written the answer to efforts best will its Company make the be doors”), to closed “behind having exceptionally meeting held shareholders' general combined (the circumstances exceptional a the account into by taking However, accompanied be imperatively certificate of registration. must questions these by 02, to: email Cedex by or Directors of Board the Paris of Chairman the of attention 75060 - 4, the for marked receipt of Général acknowledgment with letter registered BP Secrétariat Natixis, Governance, May 14, to Corporate namely questions meeting, their the send to 2020, prior days business four by Code, Commercial latest the at must, questions written ask to wishing shareholders French the of Article R.225-84 to Pursuant [email protected]
NATIXIS business I odr o e considered, be to order In . MEETING
NOTICE 2020 55
RESOLUTIONS
REPORT OF THE BOARD OF DIRECTORS ON THE RESOLUTIONS
REPORT OF THE BOARD OF DIRECTORS ON THE RESOLUTIONS SUBMITTED TO THE COMBINED GENERAL SHAREHOLDERS’ MEETING AND DRAFT RESOLUTIONS
The purpose of this report is to present the draft resolutions submitted by your Board of Directors to your General Shareholders’ Meeting. Resolution one: Approval of the 2019 You may refer to the 2019 universal registration document for an parent company financial statements overview of the financial condition, activity and results of Natixis and The General Shareholders’ Meeting, deliberating in accordance its group during the past fiscal year and the various disclosures with the quorum and majority requirements for ordinary business, required by the legal and regulatory provisions in effect having reviewed the management report and the report of the (also available on the Natixis website: www.natixis.com). Statutory Auditors on the parent company financial statements for the fiscal year ended on December 31, 2019, hereby approves Nineteen resolutions will be submitted to the shareholders said parent company financial statements as presented, including at the Combined General Shareholders’ Meeting to be held the balance sheet, income statement and notes to the financial at 3 p.m. on May 20, 2020 at Palais Brongniart, 25 place de statements, as well as the transactions reflected in these financial la Bourse — 75002 Paris. statements or summarized in these reports.
Resolution two: Approval of the 2019 These resolutions can be categorized into two groups: consolidated financial statements V the first sixteen resolutions (resolutions one to sixteen) require The General Shareholders’ Meeting, deliberating in accordance the approval of the Ordinary General Shareholders’ Meeting and with the quorum and majority requirements for ordinary business, relate to: (i) approval of the financial statements and appropriation having reviewed the management report and the report of the of earnings; (ii) approval of related-party agreements; (iii) approval Statutory Auditors on the consolidated financial statements for of the disclosures referred to in Article L.225-37-3(I) of the French the fiscal year ended on December 31, 2019, hereby approves Commercial Code; (iv) approval of the items constituting the total said consolidated financial statements as presented, including the compensation and benefits of any kind paid during fiscal year 2019 balance sheet, income statement and notes to the financial or granted in respect of the same fiscal year to the Chairman statements, as well as the transactions reflected in these financial of the Board and the Chief Executive Officer, (v) approval of the statements or summarized in these reports. compensation policy for the Chairman of the Board of Directors, the Chief Executive Officer and the members of the Board of Directors; (vi) the overall budget for compensation paid during 2019 to the employees referred to in Article L.511-71 of the French Appropriation of 2019 earnings Monetary and Financial Code; (vii) ratification of the co-opting (resolution three) of a director; (viii) the reappointment of three (3) directors, and (ix) the trading by the Company in its own shares; Resolution three covers the appropriation of the corporate earnings of Natixis: allocation of distributable earnings in totality to "retained V the following three resolutions (resolutions seventeen to nineteen) earnings". As of December 31, 2019, the Natixis corporate accounts require the approval of the Extraordinary General Shareholders’ show a positive net result of €2,242,111,898.15. Taking into account Meeting and concern (i) amendments to bylaws to bring them into the carry forward of €1,008,081,398.50, and the legal reserve fully line with legislative and regulatory provisions, and (ii) authority to endowed (this legal reserve being greater than 10% of the share complete the formalities related to this Combined General capital), distributable earnings amounts to €3,250,193,296.65. Shareholders’ Meeting. Given the economic context linked to the Covid-19 epidemic and in accordance with the recommendations made by the European Resolutions requiring the approval Central Bank (ECB) on March 27, 2020 concerning the distribution of of the Ordinary General Shareholders’ dividends, the third resolution proposes to allocate distributable earnings in totality to “retained earnings”, the amount of which after Meeting (resolutions one to sixteen) allocation would amount to €3,250,193,296.65. Approval of the financial statements In accordance with legal provisions, the following dividends were distributed for the three fiscal years prior to fiscal year 2019: for fiscal year 2019 (resolutions one and two) In resolutions one and two, the General Shareholders’ Meeting is Number of shares Dividend per share TOTAL asked to approve the 2019 Natixis parent company and consolidated on which a dividend financial statements, respectively. Fiscal year was paid (in euros) (in euros) 2016 3,137,074,580 0.35 1,097,976,103.00 Detailed notes to the parent company and consolidated financial statements are provided in the 2019 Natixis universal registration 2017 3,137,360,238 0.37 1,160,823,288.06 document. 2018 3,150,288,592 0.78 2,457,225,101.76
56 NATIXIS MEETING NOTICE 2020 www.natixis.com V following the authorized has agreement: Board your 2019, February 12, Since Natixis registrationdocument). of the 2019universal shareholders by not do re-approved which be effective, to still those and need 2019 with year along fiscal to report prior special into entered Auditors’ Statutory the in presented are agreements These 2020. February 6, of Meeting Directors’ of Board Code, Commercial untilthe 2019 and fiscalyear ofDirectors during the Board authorized by agreements, French the related-party of seq. et of Articles L.225-38 to approval pursuant the concerns four Resolution Related-party n BC Ve te an em o wih r st u i Chapter 8, in out set are which of new terms Natixisuniversalregistration document). the2019 Section 8.2.4 of main authorized (the Vie Directors BPCE and of Board Natixis S.A. BPCE, Assurances, the CNP between agreements partnership 2019, December 19, On as directors. role their in Lemalle Françoise and Cahn Thierry Dupouy, Bernard Catherine Halberstadt, Mignon, Laurent to applies agreement This 08310285207 2,457,225,101.76 1,160,823,288.06 1,097,976,103.00 0.78 0.37 0.35 3,150,288,592 3,137,360,238 3,137,074,580 2018 2017 2016 Fiscal year year fiscal 2019: to prior years fiscal three the dividends for distributed following were the provisions, legal with accordance In V V ordinary V for requirements majority and hereby: themanagementreport, business, havingreviewed quorum the with accordance in deliberating Meeting, Shareholders’ General The forthe fiscalyear of earnings 2019 Appropriationthree: Resolution €3,250,193,296.65. is allocation after which of amount the earnings”, to “retained totality in earnings distributable the share allocate to the resolves of 10% than greater to€3,250,193,296.65; capital), distributableearningsamount being reserve endowed legal fully reserve (this of legal earnings the retained as and account €1,008,081,398.50 into taking after that, of notes year of fiscal 2019 as the for €2,242,111,898.15; finalized earnings show at statements meeting shareholders the this by financial approved and 2019, the December 31, that notes a dividend on which shares Number of paid agreements agreements (resolution four) was (in euros) per share Dividend se hpe , Section 8.2.4 Chapter 8, (see (in euros) TOTAL year or paid granted inthe during respect of fiscal Opinion thecomponents on of compensation have office of newlyappointedduringthepastfiscalyear. andthose whowere ended terms whose officers corporate of the compensation eaig o h cmesto o al oprt ofcr a referred as of the 2019 pursuant report officers corporate governance all corporate Code, of to in the compensation Commercial the to relating French the disclosures i.e. Code, Commercial French the of II 225-100 to Article L. of Article L.225-37-3 Resolution CodeCommercial (resolution five) theFrench of to in Article L.225-37-3 thedisclosures of referred Approval n codne ih h picpe apoe b te General the by ofDirectors. oftheNatixis Board his asChairman with duties connection in 2019 approved year received fiscal for €300,000 Mignon of compensation principles Laurent gross 2019, May 28, the on Meeting with Shareholders’ accordance In in 2019 for the Chairman of the BoardofDirectors Directors, of of any kind Compensation andbenefits Board the of Chairman Mignon, Chief ExecutiveOfficer. and François Riahi, Laurent to year fiscal same the of respect in compensation granted or 2019 of year fiscal during components paid to relate seven and six Resolutions (resolutions six and seven) executive officer corporate n Catr , eto 822 f h 21 Ntxs universal Natixis 2019 the of 8.2.2 Article Section registration document. 8, in Chapter the to in and out 2.4 Section 2, set Chapter referred in as presented report Code, governance corporate Commercial disclosures French the of the L.225-37-3 Code, French the Commercial of II 225-100 L. Article to pursuant approves, hereby accordance business, ordinary for requirements majority and in quorum the with deliberating Meeting, Shareholders’ General The Code Commercial to Article L.225-100 II of the French French pursuant Commercial Code, toinArticle L.225-37-3 referred of the Approval five: of the Resolution disclosures ended December 31, 2019,wereapproved. year for the statements financial the which in Meeting Directors’ of Board the until up date this after or 2019, year December 31, ended the fiscal during into entered and Directors of Board the by authorized been having 2019), General May 28, on the Meeting Shareholders’ to submitted already was all which on mentioned 2019, of Directors February 12, approves Board agreements the by new hereby authorized that the than (other Code, and therein report Commercial this French of provisions the of seq. et Articles L.225-38 of provisions the on to Auditors subject agreements Statutory the the of report special the reviewed having accordance business, ordinary for requirements majority and in quorum the with deliberating Meeting, Shareholders’ General The Code et seq. of the French Commercial covered agreements by Articles L.225-38 thefour: of Resolution Approval REPORT OF THEBOARD OFONTHERESOLUTIONS DIRECTORS ended December 31, 2019 toeachDecember 31,2019 ended including document), registration universal Natixis ie ocrs h dslsrs eerd o in to referred disclosures the concerns five NATIXIS MEETING se hpe 2 Scin 2.4 Section 2, Chapter (see
NOTICE 2020 57
RESOLUTIONS
REPORT OF THE BOARD OF DIRECTORS ON THE RESOLUTIONS
Compensation and benefits of any kind It should be noted that payments in respect of annual variable for the Chief Executive Officer of Natixis in 2019 compensation for 2019 will only be made after the vote at The components of François Riahi’s compensation for 2019 comply the General Shareholders’ Meeting on May 20, 2020. with the compensation policy for the Chief Executive Officer c) In keeping with the principle of the Chief Executive Officer’s approved by the General Shareholders’ Meeting on May 28, 2019. eligibility to receive bonus shares as part of Long-Term a) François Riahi’s gross fixed compensation for 2019 Incentive Plans for members of the Senior Management in connection with his duties as Chief Executive Officer was Committee of Natixis (“LTIP CDG”), at its May 28, 2019 meeting, €800,000 and remains unchanged from the previous year. the Board of Directors of Natixis awarded 31,708 bonus shares to François Riahi. Depending on whether performance b) The annual variable compensation in respect of 2019 was conditions are met, this could result in the acquisition of a calculated on the basis of quantitative and strategic criteria first maximum of 38,049 shares, i.e. up to 0.00101% of share capital reviewed by the Compensation Committee then validated by at the allocation date. the Board of Directors, and submitted to a vote at the General Shareholders’ Meeting on May 28, 2019: This allocation corresponds to 20% of François Riahi’s gross annual fixed compensation. V for fiscal year 2019, the variable compensation target was set at 120% of the Chief Executive Officer’s fixed compensation, Vesting of these shares is contingent upon meeting the with a range of between 0% and 156.75% of the target, i.e. a continued service requirement and performance conditions, maximum of 188.1% of his fixed compensation. François which are based on both the relative Total Shareholder Return Riahi’s variable compensation target was €960,000 for full (TSR) achieved on Natixis stock and the fulfillment of CSR year 2019. The targets for 2019 were as follows: quantitative targets. targets (70%), including 25% based on Groupe BPCE’s The performance of Natixis shares versus the Euro Stoxx Banks financial performance (net revenues 4.2%, net income group index will be compared every year during the four-year period share 12.5% and cost/income ratio 8.3%) and 45% based on covered by the plan, i.e. fiscal years 2019, 2020, 2021 and 2022, Natixis’ financial performance (net revenues 11.25%, net for each of the annual tranches, each representing 25% of the income group share 11.25%, cost/income ratio 11.25% and shares allocated. Based on the relative performance of Natixis’ ROTE–Return on Tangible Equity 11.25%); TSR compared with the average TSR of the Euro Stoxx Banks V individual strategic targets (30%), including 15% related to the index, a ratio will be applied for each annual tranche, as follows: implementation of the 2018-2020 strategic plan; the three V performance below 90%: no vesting of shares allocated out other strategic targets, each weighted at 5%, in relation to of the annual tranche; oversight in terms of supervision and control as provided for by regulations (including the implementation of the Risk V performance equal to 90%: 80% of the shares of the annual Appetite Framework and the activation of the threshold tranche shall vest; breach remediation process); the implementation of Natixis’ V performance equal to 100%: 100% of the shares of the annual transformation and managerial performance assessed with tranche shall vest; regard to the ability to anticipate developments, make V performance greater than or equal to 120%: 110% of decisions and lead the Group, and manage executive officers. the shares of the annual tranche shall vest. Given the achievements observed by the Board of Directors The ratio varies in a linear manner between each performance after receiving the opinion of the Compensation Committee, category. the amount of annual variable compensation for 2019 was set as follows: CSR objectives are based on the change in Natixis’ CSR performance over the four-year vesting period as assessed by V in respect of BPCE quantitative criteria: €267,588, or 111.50% the three CSR rating agencies. The vesting process includes of the target, a rating scale corresponding to the CSR assessments of each V in respect of Natixis quantitative criteria: €413,474, or 95,71% agency, with requirements becoming more stringent over of the target, the last two years. V in respect of strategic criteria: €307,200, or 106.67% At the end of the four years, the average of the overall annual of the target. ratings shall determine the percentage of shares that vest The variable compensation amount for fiscal year 2019, in addition to those vesting under the TSR criteria. In the event which will be submitted to a vote of the shareholders in that TSR and CSR performance is substantially above target, May 2020, was determined by the Natixis Board of Directors the percentage of shares of the annual tranche that shall vest based on the Compensation Committee’s recommendation is capped at 120%. of 102.94% of the target variable compensation, i.e. €988,262: Thirty percent of the shares issued to the executive corporate V one portion will be paid in 2020, 50% of which will be officer at the end of the vesting period will be subject to a indexed to the Natixis share price, i.e. €348,212; lock-in period ending upon the termination of his office. V the other portion will be deferred over three years, 50% of d) Fringe benefits which will be indexed to the Natixis share price, i.e. The Chief Executive Officer receives a family supplement in €640,050. These deferred amounts will be paid in thirds in accordance with the same rules as those applied to Natixis 2021 (100% in cash), 2022 (50% in cash and 50% indexed employees in France, i.e. €2,324. to the Natixis share price or in securities) and 2023 (100% François Riahi receives insurance similar to that of Natixis indexed to the Natixis share price or in securities), provided employees with respect to health and personal protection that the continued service requirement and performance coverage. conditions are met. e) Post-employment benefits
58 NATIXIS MEETING NOTICE 2020 www.natixis.com calculating registration document. for method the universal Natixis 2019 the of 2.4 Section in out set are pay severance with along agreement, non-compete Shareholders’ for consideration General the and payments severance of characteristics The the by approved 2018. Meeting onMay 23, were agreements commitments and These predecessor. his as agreement for consideration non-compete and Officer, payments severance Executive same Chief the to as be entitled appointment his from effective François Riahi that would, decided Directors of Board the 2018, May 2, On for non-compete agreement Severance paymentsandconsideration not and Officer Executive Chief the by paid policy. paid€117,333 his FrançoisRiahiinto In 2019, by Natixis. were policy this on premiums The BPCE. by place in put Code) Tax General French the to Executive Chief of Natixis’ reference (in policy 2019, insurance life type kind “Article 82” an into paid Officer in Furthermore, the Code. Tax by General covered not French the of plan) contribution defined (voluntarily Article 83 or plan) is He benefit (defined Article 39 in described plans pension supplementary plan. pension mandatory the by covered is Officer Executive Chief the staff, the of rest the Like Pension registration document. universal Natixis 2019 the of 8.2.2 Section 8, Chapter Section and 2.4 2, Chapter in presented report governance corporate the in out set as Officer, Executive Chief Riahi, François to year fiscal same the of respect in granted or 2019 year fiscal during paid any of benefits and compensation the constituting ordinary items for non-recurring and variable fixed, the requirements Code, Commercial French majority and the of Article L.225-100 to pursuant approves, hereby business, quorum the with accordance in deliberating Meeting, Shareholders’ General The of the French Commercial Code toArticle L.225-100 pursuant III fiscal totheExecutiveOfficer, year Chief or 2019 granted inof the respect same any of kind paid benefits during fiscal year constituting the compensationandtotal variable seven: Resolution of the2019Natixis universalregistrationdocument. 8.2.2 Section 8, the Chapter and 2.4 Section 2, Chapter in of presented Chairman and Mignon, Laurent report governance to corporate the in out variable set as Directors, of Board year fiscal same fixed, the of the and compensation total respect in granted or 2019 year fiscal during Code, paid any of benefits the constituting ordinary Commercial items for non-recurring French requirements of majority the III L.225-100 Article to and pursuant approves, hereby quorum business, the with accordance in deliberating Meeting, Shareholders’ General The the of French Commercial Code pursuant IIIDirectors, to Article L.225-100 fiscal tothe year Chairman of the Board of or 2019 granted inof the same respect any of kind paid benefits during fiscal year constituting the compensationandtotal variable six: Resolution
Plan andnon-recurringitems andnon-recurringitems Approval Approval of the fixed, Approval Approval of the fixed, lae ee t te nomto cnand n h corporate universal the Natixis in 2019 the contained of 2.4 information registration document. Section in the report to governance refer Please based officers market to performance. relate components with said way the corporate and positions, comparison compensation similar for practices in various executive of competitiveness the on the principles of Natixis’ Meeting, determines Shareholders’ Directors components General the of by the Board approved are packages pay before and Committee Compensation the with consulting After of No. 2019-1234ofNovember 27,2019. Ordinance Board approval Natixis’ by amended as Code of Commercial French the of to Article L.225-37-2 the members the pursuant report, governance corporate concern and the in presented of Directors, Officer Executive ten Chief the and Directors, of Board the of nine Chairman the for policy the compensation eight, Resolutions Directors Boardof (resolutions eight to ten) theExecutive andthemembersof Officer Chairman of the Board of Directors, Chief thecompensation of policytheApproval for of the 2019 Natixis universal registrationdocument. 8.2.2 Section 8, Chapter and 2.4 Section 2, Chapter in presented report governance corporate the in out set as Directors, of Board the of members the for policy compensation the Code, approves hereby Commercial French the of 225-37-2 Article L. to pursuant accordance business, ordinary for requirements majority and in quorum the with deliberating Meeting, Shareholders’ General The French Commercial Code of the225-37-2 to Article L. pursuant for the members of the Board of Directors, of the compensation ten: Resolution Natixis universalregistrationdocument. 2019 the of 8.2.2 Section 8, Chapter and 2.4 Section 2, in Chapter presented report governance corporate the in out set as Officer, Executive Chief the for policy compensation the Code, approves hereby Commercial French the of 225-37-2 Article L. to pursuant accordance business, ordinary for requirements majority and in quorum the with deliberating Meeting, Shareholders’ General The of the French L.225-37-2 Commercial Code ArticleExecutive pursuant to Officer, of the compensation fortheChief policy nine: Resolution Approval registration document. universal Natixis 2019 of the 8.2.2 Section 8, Chapter and 2.4 Section 2, Chapter in the presented French in report out governance set corporate as Directors, the of Board the of Chairman of the for policy ordinary compensation Article L.225-37-2 the approves for hereby Code, to Commercial requirements majority pursuant and business, quorum the with accordance in deliberating Meeting, Shareholders’ General The of the French Commercial Code pursuant to Article L.225-37-2 for the Chairman of of the Board Directors, of the compensation policy eight: Resolution REPORT OF THEBOARD OFONTHERESOLUTIONS DIRECTORS Approval Approval NATIXIS policy MEETING
NOTICE 2020 59
RESOLUTIONS
REPORT OF THE BOARD OF DIRECTORS ON THE RESOLUTIONS
Overall budget for compensation paid Directors at its meeting on February 6, 2020, of Dominique to the employees referred to in Article L.511-71 Duband as a director to replace Françoise Lemalle, who of the French Monetary and Financial Code resigned, for the remainder of her term of office, i.e. until the during the fiscal year ended December 31, 2019 adjournment of the 2022 General Shareholders’ Meeting held (resolution eleven) to approve the financial statements for the year ending December 31, 2021. In accordance with the provisions of Article L.511-73 of the French Monetary and Financial Code, the purpose of resolution eleven is to consult with shareholders at the General Shareholders’ Meeting about the overall budget for compensation paid to Natixis employees referred Reappointment of three directors to in Article L.511-71 of the same Code during fiscal year 2019. (resolutions thirteen to fifteen) The definition of regulated categories of staff at Natixis is primarily based on the principles set out in Directive 2013/36/EU, known as In resolutions thirteen to fifteen, shareholders are asked to reappoint CRD IV, and the French Ministerial Order of November 3, 2014, and is the following three directors, whose terms of office expire at the end determined according to criteria set by the European Banking Authority of this General Shareholders’ Meeting: (EBA) in its regulatory technical standard published on December 16, V Alain Condaminas, Chief Executive Officer of Banque Populaire Occitane 2013, and approved by the European Commission in Commission (see Alain Condaminas’ résumé in Chapter 2 “Corporate Governance” — Delegated Regulation (EU) No. 604/2014 of March 4, 2014. Section 2.2 of the 2019 Natixis universal registration document); Total compensation paid to the above-mentioned Natixis employees V Nicole Etchegoïnberry, Chairwoman of the Caisse d’Epargne during the fiscal year ended December 31, 2019, came to €180 million Loire-Centre Management Board (see Nicole Etchegoïnberry’s (excluding employer social security charges). Since variable résumé in Chapter 2 “Corporate Governance” — Section 2.2 of the compensation is paid out in tranches for several years after it is awarded, 2019 Natixis universal registration document); this amount is not the same as the amount of compensation awarded V Sylvie Garcelon, Chief Executive Officer of CASDEN Banque Populaire for fiscal year 2019. Total compensation paid in 2019 includes the fixed (see Sylvie Garcelon’s résumé in Chapter 2 “Corporate Governance” — compensation paid in 2019, the variable compensation paid in 2019 for Section 2.2 of the 2019 Natixis universal registration document). previous fiscal years (2016, 2017 and 2018) and the bonus shares awarded in 2015, 2016 and 2017 and delivered in 2019. The directors will be reappointed for a term of four (4) years, i.e. until the end of the Ordinary General Shareholders’ Meeting convened in 2024 to approve the financial statements for the fiscal year ending Resolution eleven: Overall budget December 31, 2023. for compensation paid to the employees The Appointment Committee approved the reappointment of the referred to in Article L. 511-71 of the French above-mentioned directors. Monetary and Financial Code during the fiscal year ended December 31, 2019 Resolution thirteen: Reappointment The General Shareholders’ Meeting, deliberating in accordance of Alain Condaminas as a director with the quorum and majority requirements for ordinary business, consulted pursuant to Article L. 511-73 of the French Monetary The General Shareholders’ Meeting, deliberating in accordance and Financial Code, hereby approves the overall budget for with the quorum and majority requirements for ordinary compensation of any kind in the amount of €180 million, paid business, hereby resolves to reappoint Alain Condaminas as a during the fiscal year ended December 31, 2019, to employees director, for a period of four (4) years ending with the referred to in Article L. 511-71 of the same Code. adjournment of the 2024 General Shareholders’ Meeting held to approve the financial statements for the fiscal year ending December 31, 2023.
Ratification of the co-opting of a director Resolution fourteen: Reappointment (resolution twelve) of Nicole Etchegoïnberry as a director Resolutions twelve proposes that the shareholders ratify the The General Shareholders’ Meeting, deliberating in accordance co-opting as a director of the Company of: with the quorum and majority requirements for ordinary Dominique Duband, which took place during the meeting of the Board business, hereby resolves to reappoint Alain Condaminas as a on February 6, 2020, to replace Françoise Lemalle, who resigned, to director, for a period of four (4) years ending with the serve out the remainder of his predecessor’s term of office, i.e. until adjournment of the 2024 General Shareholders’ Meeting held the 2022 General Shareholders’ Meeting held to approve the financial to approve the financial statements for the fiscal year ending statements for the year ending December 31, 2021. December 31, 2023. Dominique Duband is 61 years old and serves as the Chairman of the Resolution fifteen: Reappointment Steering and Supervisory Board of Caisse d’Epargne Grand Est Europe of Sylvie Garcelon as a director (see Dominique Duband’s résumé in Chapter 2 “Corporate Governance,” Section 2.2 of the 2019 Natixis universal registration document). The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, hereby resolves to reappoint Sylvie Garcelon as a Resolution twelve: Ratification director, for a period of four (4) years ending with the of the co-opting of Dominique Duband adjournment of the 2024 General Shareholders’ Meeting held as a director to approve the financial statements for the fiscal year ending December 31, 2023. The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, hereby ratifies the co-opting by the Board of
60 NATIXIS MEETING NOTICE 2020 www.natixis.com 10% than more V time given purchases any share theof: would beforpurposes These capital. at share its comprising own of the shares circumstance any under cannot Company The transfer. asset or connection spin-off merger, a with in tendered subsequently and held being to view a with acquired capital share total Company’s the the comprising shares of of number 5% or capital, share Company’s the of number comprising total shares the of 10% of limit a to up program buyback share treasury a up set to authorized be would Directors of Board the Thus, shares back buy to authorization the totheBoardgranted ofDirectors. 18 months, of period a for renew, to Meeting Shareholders’ General the asks sixteen Resolution (resolution sixteen) Trading by own the initsshares Company managing theliquiditycontract; icuig lc tae o te s o drvtvs i accordance effect in on the financial resolutions submittedtotheshareholders). in derivatives) of regulations use the with the or trades block (including means any by shares) Company’s the of offer public a of event the in (except time any at transferred or sold bought, be may shares These share. exceed ten(10)eurosper sharepricecannot The maximum V V V V edrn sae uo eecsn rgt atce t securities to attached rights granting rightstocapital. reason) exercising upon another shares tendering or payment exchange, transfers; mergers,spin-offsorasset in connection withacquisitions, (for shares tendering shares; canceling allocationtomembersofstaff; of share share form other any or or shares bonus allocate plans to and programs buyback Savings Employee profits, Company the their of of share respect in employees to shares transferring or allocating REPORT OF THEBOARD OFONTHERESOLUTIONS DIRECTORS NATIXIS se h smay al below table summary the (see MEETING
NOTICE 2020 61
RESOLUTIONS
REPORT OF THE BOARD OF DIRECTORS ON THE RESOLUTIONS
V the number of shares that the Company holds at any time Resolution sixteen: Delegation of authority whatsoever may not exceed 10 % of the shares to the Board of Directors concerning comprising the Company’s share capital on the date in the trading by the Company in its own question, pursuant to Article L. 225-210 of the French shares Commercial Code; The General Shareholders’ Meeting, deliberating in accordance 3) resolves that the acquisition, sale or transfer of the shares with the quorum and majority requirements for ordinary may take place at any time, except in public offer periods, business, having reviewed the report of the Board of Directors, within the limits authorized by current legal and regulatory hereby authorizes the Board of Directors, which may further provisions, by any means, on regulated markets, multilateral delegate said authority, pursuant to the provisions of trading platforms, with systematic internalizers or over the Articles L. 225-209 et seq. of the French Commercial Code, to counter, including by means of the acquisition or sale of buy back the Company’s shares or to arrange for them to be blocks of shares (without limiting the portion of the buyback bought back and: program that may be realized by this means), by a tender or exchange offer, or by using options or other forward financial 1) resolves that these shares may be purchased to: instruments, or by the tendering of shares subsequent to the V implement any Company stock option plan in accordance issue of securities giving access to the Company’s capital by with the provisions of Articles L. 225-177 et seq. of the means of conversion, exchange or redemption, by exercising French Commercial Code or any similar plan, or a warrant or by any other means, either directly or indirectly via an investment services provider. V award or transfer shares to employees in connection with their share of Company profits or implement any Company The maximum purchase price under this resolution will be or group employee savings plan (or similar plan) under the ten (10) euros per share (or the equivalent value of this conditions provided for by law, in particular amount on the same date in any other currency). Articles L.3332-1 et seq. of the French Labor Code, or This maximum price applies only to purchases decided from the date of this meeting and not to forward V award bonus shares in accordance with the provisions of transactions entered into by virtue of an authorization given Articles L. 225-197-1 et seq. of the French Commercial at a previous General Shareholders’ Meeting and providing Code, or for purchases of shares subsequent to the date of this V in general, honor obligations related to stock option meeting. The shareholders delegate to the Board of programs or other share awards to employees or Directors, in the event of a change in the par value of the corporate officers of the issuer or a related company share, capital increases by capitalization of reserves, bonus based on the provisions of Articles L. 225-180 and share awards, stock splits or reverse stock splits, L.225-197-2 of the French Commercial Code, or distribution of reserves or of any other assets, redemption V tender shares in connection with the exercise of rights of capital, or any other transaction affecting the share attached to securities convertible into the Company’s capital, the power to adjust the maximum purchase price shares, by way of redemption, ordinary conversion, indicated above to take into account the impact of these exchange, presentation of a warrant or any other manner, or transactions on the share value; V cancel all or a portion of the shares bought back 4) resolves that the aggregate amount allocated to the share accordingly, or buyback program authorized above may not exceed €3,155,846,495; V tender shares (for exchange, payment or another reason) in connection with acquisitions, mergers, spin-offs or 5) fully empowers the Board of Directors, which may further asset transfers, or delegate said powers, to decide upon and implement this authorization, to specify its final terms and conditions V market making for Natixis stock in the secondary market if necessary and to determine its procedures, in order to or ensuring the liquidity of Natixis stock. carry out the buyback program and, in particular, to place This program is also intended to enable the Company to any stock market order, enter into any agreement, allocate implement any market practices that might be permitted by or reallocate the shares acquired to meet the objectives the AMF and, more generally, to conduct any other sought in accordance with the applicable legal and transaction that complies with the regulations in effect. In regulatory provisions, establish the terms and conditions such a scenario, the Company will notify its shareholders by according to which the rights of holders of securities or means of a press release; options will be protected, if appropriate, in accordance with legal, regulatory or contractual provisions, make any filings 2) resolves that Company share purchases may relate to a with the AMF and any other competent authorities, and number of shares such that: complete all other formalities and, in general, do whatever V the number of shares that the Company buys during the is necessary. buyback program may not, at any time, exceed 10% of the The Board of Directors will ensure that these buybacks are shares comprising the Company’s share capital, this executed in accordance with prudential requirements, such as percentage being applied to a capital amount adjusted in those established by regulation. accordance with transactions impacting it subsequent to this General Shareholders’ Meeting. It is specified that (i) This authorization is granted for a period of eighteen (18) the number of shares acquired with a view to being held months from this meeting. It voids from this day, as and subsequently tendered in connection with a merger, applicable, any unused part of any authorization previously spin-off or asset transfer may not exceed 5% of its share delegated to the Board of Directors for the purpose of trading capital; and (ii) when shares are bought back to promote in the Company’s shares, particularly that given by the liquidity under the conditions set out by the General shareholders in resolution twenty-four of the Combined Regulations of the AMF, the number of shares taken into General Shareholders’ Meeting of May 28, 2019. account to calculate the 10 % limit provided for by the first paragraph corresponds to the number of shares purchased, net of the number of shares resold during the authorization period,
62 NATIXIS MEETING NOTICE 2020 www.natixis.com V V amend to follows: as the Company’sbylaws shareholders the ask eighteen to seventeen Resolutions seventeen and eighteen) thebylaws of (resolutions Amendment nineteen) (resolutions seventeen to Shareholders’ Meeting of the Extraordinary General Resolutions requiringtheapproval and 29 oftheand 29bylaws: 22 14, Articles 13, of amendment the concerns eighteen resolution its with associated issues account; activity into environmental and social the Directors taking of Board and interest corporate its with accordance in implementation, their the that ensures and activities Company’s the clarify of guidelines the determines would 225-35, It Article L. by transformation). of amended (as wording Code new Commercial and growth business on 2019 May 22, of No. 2019-486 Law French the French the with of line paragraph 1 into it bring to order in Directors of Board the of powers the to relating bylaws the of Article 12 of amendment the concerns seventeen resolution V V V Articles 12.2 and 12.3) remains unchanged. Articles 12.2 and12.3) and Article 12.1 of rest the particular (in Article 12 of rest The […] to theimplementationthereof. activity andseesthe Company’s determines theorientationsof 12.1 Directors of oftheBoard Article 12 — Powers Previous wording 2019 on businessgrowth May 22, andtransformation): of No. 2019-486 Law French by amended (as Code of Board the Commercial French the of paragraph 1 225-35, Article L. of wording of “Powers Article 12 new the with line into it bring to bylaws Company’s the of Directors” amend to resolves hereby business, extraordinary for requirements majority and quorum the with accordance in deliberating Meeting, Shareholders’ General The to the powers of the Board of Directors of Article 12 of the bylaws relating Amendment seventeen: Resolution mnmn o Atce2 “diso to General “Admission Article 22 repealed. whichhas nowbeen bylaws Company’s the Code, Civil French the of Article 1316-4 to reference the removing of of Powers” — Shareholders’ Meetings amendment held meeting Board first of April 30,2009, Company’s Meeting Shareholders’ General Combined the the after immediately to reference the of procedures” removing by thereof wording the updating bylaws Company’s the Management “Senior Article 14 and of with amendment growth fees” Law “directors’ business term French on the “compensation”, by replacing 2019 by amended May 22, transformation) (as of the Code No. 2019-486 of 225-45 Commercial Article L. of Company’s wording French the new of the reflect “Prerogatives” to 29 bylaws and Directors” of Board the of members the of “Compensation Articles 13 of amendment The Board of Directors ofDirectors TheBoard account the corporate […] associated withits environmental issues thereof, totheimplementationand sees Company’s activity of the determines theorientations Article 12 — Powers New wording 12.1 ofDirectors Board The Board of Directors of TheBoard in accordancewithits interest, taking into social and activity. ofthe among of the Board the non-voting theDirectors, It appoints to be distributed. and determines theprofit shareholders, which The ordinarymeetingofthe Article 29 — Prerogatives The rest of Article 13 remains unchanged. […] The Board the Shareholders’ Meeting. to theBoardofDirectorsby Directors’ feesmay of Directors of the membersof theBoard Article 13 — Remuneration Previous wording V business, herebyresolves: extraordinary for requirements majority and quorum the with accordance in deliberating Meeting, Shareholders’ General The of Articles 14 thebylaws and of 22 andupdating provisions legislative new thebylaws of with and29 of Articles 13 Harmonization eighteen: Resolution on the Agenda. onallproposals It votes allocated tothemembers of the directors’ amount It determinesthe and the Statutory or adjusts the approves,rejectsIt discusses, regulations. other reportstipulatedinthe any Auditorsand by the Statutory Chairman, aswellthereport andpresentedbyits of Directors draftedbytheBoardbusiness onthecompany’s of the report reading toa annually, listens REPORT OF THEBOARD OFONTHERESOLUTIONS DIRECTORS ril . 2-5 f h Fec Cmeca Cd (as 2019 May 22, Code of of Commercial No. 2019-486 andtransformation): on business growth wording Law French French new the by amended the of to reflect 225-45 Article L. bylaws the Company’s of the “Compensation Articles 13 follows of “Prerogatives” 29 and Directors” of Board the of members as amend to its members. distributesfreely them of Directors. accounts members fees to be feestobe Auditors. be allocated be must be held be must
NATIXIS Meeting may as directors the non-voting appoints theDirectors, It distributed. […] sum Meeting. Directors be The of Directors of the membersoftheBoard Article 13 — Remuneration New wording determines theprofit or discusses,rejectsIt approves, in the regulations. other reportstipulated any the StatutoryAuditors and byas well asthereport Directors distributesthem Directors’ activities. on the Agenda. proposals votes onall It Directors. the directors’ It and the presented byits ofDirectorsand the Board draftedbycompany’s business onthe reading ofthereport listenstoa held annually, shareholders, which The ordinarymeetingofthe Article 29 — Prerogatives
determines adjusts the accounts adjuststheand compensation compensation for their
allocated
MEETING members freelyamongits members. General Shareholders’ General Statutory Auditors. The
by a a fixed annual sum fees
the to
grant the grantthe Board of the of
members
to
NOTICE 2020 the
Shareholders’ Chairman, the
be amount
Board
must be be must
Board allocated fees tobe
may of of
of such
the
to
63
RESOLUTIONS
REPORT OF THE BOARD OF DIRECTORS ON THE RESOLUTIONS
V to amend as follows Article 14 “Senior Management procedures” of the Company’s bylaws to update the wording thereof:
Previous wording New wording Article 14 — Management Procedures Article 14 — Management Procedures
The Company’s management is the responsibility of either the The Company’s management is the responsibility of either the Chairman of the Board of Directors, or that of another individual Chairman of the Board of Directors, or that of another individual appointed by the Board of Directors bearing the title of Chief Executive appointed by the Board of Directors bearing the title of Chief Officer. Executive Officer.
The choice of these two Management procedures is made by the Board The choice of these two Management procedures is made by of Directors which may vote valid decisions only if: the Board of Directors which may vote valid decisions only if: V the Agenda, containing this item, is sent out at least 15 days prior V the Agenda, containing this item, is sent out at least 15 days prior to the Board meeting; to the Board meeting; V at least two thirds of the Directors are present or represented. V at least two thirds of the Directors are present or represented.
As an exception, the first Board Meeting will be held immediately after As an exception, the first Board Meeting will be held immediately the Joint Meeting of the Shareholders of April 30, 2009, and the choice after the Joint Meeting of the Shareholders of April 30, 2009, and the of the Management procedure will be made with an ordinary quorum choice of the Management procedure will be made with an ordinary (at least one half of the Directors present or represented). quorum (at least one half of the Directors present or represented).
The shareholders and third parties are informed of this choice under The shareholders and third parties are informed of this choice under the conditions set forth in the legal and regulatory provision in force. the conditions set forth in the legal and regulatory provision in force.
When the Company’s management is handled by the Chairman of When the Company’s management is handled by the Chairman of the the Board of Directors, the following provisions concerning the Chief Board of Directors, the following provisions concerning the Chief Executive Officer will apply to the Chairman of the Board of Directors Executive Officer will apply to the Chairman of the Board of Directors who will take on the title of Chairman and Chief Executive Officer. who will take on the title of Chairman and Chief Executive Officer.
64 NATIXIS MEETING NOTICE 2020 www.natixis.com l te rf rsltos umte t ti Cmie General Combined this to submitted resolutions Shareholders’ Meeting. draft the all adopting of favor in voting recommended has Directors of Board The relating disclosures powers and to this CombinedGeneralShareholders’Meeting. the formalities legal of the complete granting to the required concerns nineteen resolution Finally, (resolution nineteen) Powers to complete formalities h scn bsns dy rcdn te etn a tev midnight twelve at meeting Paris the preceding day business second the of means any by vote or videoconferencing telecommunication via Meetings in the considered The electronic Annonces des Bulletin B.A.L.O.: the in published of time the at applicable are that regulations the in forth set conditions the By may to electronic The and a password. the form method of Article the conditions by any on available made form the required voting electronic the website the purpose for this (Gazette the Shareholders […] to General Shareholders’ Meetings — Powers Article 22 — Admission Previous wording V f n rgnl a oy o a etat f h mnts f its of formalities minutes and filings the all of required bylaw. and extract any out an carry or to copy, deliberations a original, an of and ordinary bearer the to powers all confers hereby business, for extraordinary requirements majority and quorum the with accordance in deliberating Meeting, Shareholders’ General The formalities Powerstocompletenineteen: Resolution The restofArticle 22remainsunchanged. o mn a flos ril 2 Amsin o eea Saeodr’ etns Pwr” f h Cmays yas removing bylaws Company’s the of Powers” — Meetings Shareholders’ Code whichhasnow FrenchCivilbeenrepealed: the reference to Article 1316-4ofthe General to “Admission Article 22 follows as amend to all parties. It is stipulated that, should securities be transferred before betransferred securities should that, isstipulated parties.It all using them. This decision is communicated in the notice of meeting of notice the in communicated is decision This them. using eiin f h Bad f ietr, h saeodr cn ae part take can shareholders the Directors, of Board the of decision terms and conditions set forth in law and in regulatory provisions. regulatory in and law in forth set conditions and terms be, the proxy given or the vote cast before this date and time. givenorvotebeforethisdateand be,theproxy cast proxy thus proxy time, the Company shall consequently void or amend, as the case the as amend, or void consequently shall Company the time, f dniiain ht urnes ht h sgaue and signature the that guarantees that identification of means f adtr Lgl oie) Toe hrhles h use who shareholders Those Notices). Legal Mandatory of 364 f h Fec Cvl oe ie te s o a reliable a of use the [i.e. Code Civil French the of 1316-4 are linked together]. This can consist, can This together]. are linked means, and the acknowledgement of receipt issued, shall be shall issued, receipt of acknowledgement the and means, to be written and irrevocable statements and as demurrable as and statements irrevocable and written be to y h codntr f h Saeodr’ etn, within Meeting, Shareholders’ the of coordinator the by may vote by postal ballot or by proxy in accordance with accordance in proxy by or ballot postal by vote may ierms ae osdrd rsn o represented. or present considered are timeframes, om a b fle i ad ind iety n h site the on directly signed and in filled be can form prvd y h Bad f ietr ad meeting and Directors of Board the by approved e frh n h frt etne f h scn paragraph second the of sentence first the in forth set given or the vote thus vote the or given and teletransmission, including the Internet, under Internet, the including teletransmission, and cast before the meeting by these by meeting the before cast in particular, of a login a of particular, in éae Obligatoires Légales at or in form Shareholders […] be transferred and meeting the before cast issued, thus vote the or by these given thus proxy The can guarantees Civil sentence regulatory Directors of Board are timeframes, required considered the within Meeting, of the Shareholders’ des Bulletin B.A.L.O.: the Those in published meeting Annonces of notice the in are that regulations the in applicable forth set conditions the under Internet, any by vote means or videoconferencing via Meetings the in part take can with Article 22 — Admission New wording this provisions. twelve midnight Paris time, the Company shall consequently void consequently shall Company the time, Paris midnight twelve amend, REPORT OF THEBOARD OFONTHERESOLUTIONS DIRECTORS n sge drcl o te ie y n means any by site the on directly signed and
consist, date andtime. h trs n cniin st ot i lw n i regulatory in and law in forth set conditions and terms the as demurrable to all parties. It is stipulated that, should securities should that, stipulated is It parties. all to as demurrable Code f eeomncto ad eernmsin icuig the including teletransmission, and telecommunication of hrhles h ue o ti proe h eetoi voting electronic the purpose this for use who shareholders made shall be considered to be written and irrevocable statements irrevocable and written be to considered be shall
lcrnc en, n te cnwegmn o receipt of acknowledgement the and means, electronic Légales Obligatoires (Gazette of Mandatory Legal Notices). Legal Mandatory of (Gazette Obligatoires Légales as the case may case the as of
at present or represented. The electronic form can be filled be can form electronic The represented. or present provisions
[i.e. y eiin f h Bad f ietr, h shareholders the Directors, of Board the of decision By
that
in the time of using them. This decision is communicated is decision This them. using of time the vial o te est b te coordinator the by website the on available the may before the second business day preceding the meeting the preceding day business second the before
particular,
the
the second
oe y otl alt r y rx i accordance in proxy by or ballot postal by vote in accordance with the applicable legislative and legislative applicable the with accordance in
signature use and to General Shareholders’ Meetings —Powers
of of paragraph
meeting be, the proxy given or the vote cast before cast vote the or given proxy the be,
a a
login
and reliable NATIXIS
the and the
of
form
method conditions a Article
MEETING password
are
1316-4
of linked
set . prvd y the by approved identification
NOTICE 2020
forth
together]. of
the
in
the French
This that first 65
RESOLUTIONS
REPORT OF THE BOARD OF DIRECTORS ON THE RESOLUTIONS
Summary of related-party agreements in force
Date approved by the Type of General Shareholders' Persons concerned Description agreement Meeting by the agreement of the agreement Amount New partnership Subject to approval by Persons directly or indirectly On December 19, 2019, the Natixis No financial agreements the General Shareholders' concerned on the date Board of Directors authorized impact in between CNP Meeting of May 20, 2020 of the transaction: Laurent Mignon, the signing of new agreements 2019 Assurances, BPCE, Chairman of the Management Board (an agreement to amend the new Natixis S.A. of BPCE and Chairman of the Board partnership agreements between and BPCE Vie of Directors of Natixis, Catherine CNP Assurances, BPCE, Natixis and Halberstadt, member of the BPCE Vie and an addendum to the Management Board of BPCE new business tranche 1 and permanent representative Reinsurance Treaty between BPCE of BPCE at Natixis, Bernard Dupouy, Vie and CNP Assurances in the Thierry Cahn and Françoise Lemalle, presence of Natixis) aimed at members of the Supervisory Board extending the commercial of BPCE and members of the Board partnership that exists between the of Directors of Natixis. BPCE groups and CNP Assurances.
Negotiation General Shareholders’ Corporate officers concerned On September 12, 2018, the Board Total selling Agreement related Meeting of May 28, 2019 on the date of the transaction: of Directors authorized the signing price of to the sale by Natixis Laurent Mignon, Chairman of a Negotiation Agreement related €2.7 billion to BPCE of of the Management Board of BPCE to the sale by Natixis to BPCE the Sureties and and Chairman of the Board of the Sureties and Guarantees, Guarantees (CECG), of Directors of Natixis, Catherine Leasing, Factoring, Consumer Leasing (Natixis Halberstadt, member Financing and Securities activities Lease), Factoring of the Management Board of BPCE of its Specialized Financial Services (Natixis Factor), and permanent representative division. Consumer Financing of BPCE at Natixis, Bernard Dupouy, The aim of this transaction (Natixis Thierry Cahn, Françoise Lemalle, is to enable Natixis Financement) and Alain Condaminas and Stéphanie to accelerate the development Securities (EuroTitres Paix, members of the Supervisory of its asset-light model. Natixis Department) Board of BPCE and members of the would therefore invest up activities of its Board of Directors of Natixis. to €2.5 billion over the duration Specialized Financial of its New Dimension strategic plan, Services division Directors concerned on the date primarily in Asset Management of the transaction: Alain Denizot, activities, compared with the initially member of the Supervisory Board planned €1 billion. of BPCE, Philippe Sueur, member of the Steering & Supervisory Board of CE Ile-de-France, Sylvie Garcelon, Chief Executive Officer of CASDEN Banque Populaire.
Sale by Natixis to General Shareholders’ Corporate officers concerned On February 12, 2019, €2.7 billion BPCE of the Sureties Meeting of May 28, 2019 on the date of the transaction: the Board of Directors approved and Guarantees Laurent Mignon, Chairman of the the terms and conditions of Project (CECG), Leasing Management Board of BPCE and Smith and authorized the signing (Natixis Lease), Chairman of the Board of Directors of the following agreements: Factoring (Natixis of Natixis, Catherine Halberstadt, V the agreement related to the sale Factor), Consumer member of the Management Board by Natixis to BPCE of all shares Financing (Natixis of BPCE and permanent held by Natixis in CECG, Natixis Financement) and representative of BPCE at Natixis, Lease, Natixis Factor and Natixis Securities (EuroTitres Bernard Dupouy, Thierry Cahn and Financement; Department) Françoise Lemalle, members V the agreement related to the sale activities of its of the Supervisory Board of BPCE by Natixis to BPCE of the Specialized Financial and members of the Board EuroTitres business; and Services division of Directors of Natixis. V the agreements annexed to the Disposal Agreement Directors concerned by and to the EuroTitres Agreement. the transaction: Alain Condaminas, This transaction enables Natixis Chief Executive Officer of Banque to expand its strategic development Populaire Occitane, Christophe capacity and gives it greater Pinault, Chairman of the strategic flexibility to accelerate Management Board of CE Bretagne the roll-out of its asset-light model, Pays de Loire, Sylvie Garcelon, Chief while consolidating its Executive Officer of CASDEN Banque differentiating, high added-value Populaire, Philippe Sueur, member expertise using little capital of the Steering & Supervisory Board and with a low cost of risk. of CE Ile-de-France and Nicole Etchegoïnberry, Chairwoman of the Management Board of CE Loire-Centre.
66 NATIXIS MEETING NOTICE 2020 Assurances www.natixis.com groups the CNPandBPCE agreements between newpartnership the agreements for and Understanding Memorandum of Palatine Natixis andBanque between protocol compensation tothe Amendment Palatine Natixis andBanque between protocol Compensation BPCE policy taken outby in theinsurance NatixisEnrollment of Executive Officer appointment asChief Riahi upon in favor Agreements agreement Type of with Arial CNP Arial with ofFrançois his his signed
Meeting of May 23,2018 Shareholders’General Meeting of May 19,2015 General Meeting of May 23,2017 Shareholders’General Meeting of May 24,2016 Shareholders’General Meeting of May 23,2018 Shareholders’General Meeting General Shareholders' approvedDate bythe Shareholders’ of the Management of Natixisandmember Officer Palatine and of Natixis. Palatine Corporate Board members of the SupervisoryPaix, Françoise Lemalle Condaminas, at Natixis,Alainof BPCE permanent and representative Marguerite Board ofthe ofBPCEandChairman Board ChairmanoftheManagement Pérol, Common Alain of BPCE of the Management member Board Halberstadt, of BPCE, Catherine Board ofthe Management member Executive Officer of Natixis,Laurent Mignon,Chief Chairman BoardBPCE the Management of and of Chairman François Pérol, on the date of Directors ofNatixis. of Directors and memberstheBoard of BPCE of members Thierry Cahn Catherine of the Management memberKaryotis, ManagementBoard of BPCE,Daniel CEO of Natixisand Sylvie Natixis, ofDirectorsof on the Board and of Natixis, Director BanquePalatine BPCE, of Compensation on the day Palatine Michel the Boardof Directors of Natixis, Karyotison represented by Daniel BanquePalatine and ofNatixis was the day of the Management date Board members of the SupervisoryPaix, Françoise Lemalle BPCE and permanent CNP Assurances,Laurent Directors of of theBoard of member of DirectorsofNatixisand Board Chairmanof the ofBPCE, Board ChairmanoftheManagement Pérol, day by Marguerite Corporate Corporate Common by theagreement Persons concerned Laurent Mignon, Chief of the Board representative the Board
of
signed Condaminas, Thierry Condaminas,Cahn, of at Natixis, at of DirectorsofNatixis, ofBPCEand members ofBPCEand members of
Garcelon,Director Banque of Grass, Director of Banque Grass,Director the
the the and permanent and Natixis.
Halberstadt,DidierPatault, of the Supervisory Board Board of the Supervisory of Directors Natixis. of of the Board of Directors oftheBoard
corporate corporate
transaction officer officer officers
Bérard-Andrieu, member Bérard-Andrieu, the
transaction : BPCE, Director of : BPCE,Director compensation of of Directors of Natixis. of of Directors and Pierre Valentin, and ThierryCahn, Bérard-Andrieu
represented of BPCEatNatixis, the
amendment representative of representative protocol AlainCondaminas, of Natixis and of Natixis s s
transaction
and Stéphanie and Stéphanie member ofthe member concerned concerned concerned
Board of BPCE of BPCE Board of BPCE, Board Board of BPCE of Board officer officer :François Executive : François REPORT OF THEBOARD OFONTHERESOLUTIONS DIRECTORS
was Mignon,
protocol s s
to
on signed
: on on the
the
the
:
with the personal mandatory and with initiating Natixis unitwithin an insurance the compensation tosignatureof anamendment authorizedtheof Directors theBoard On February 9,2017, insurance Directors of theBoard On May 2,2018, or the “Natixis Groupexecutiveofficers”for BPCE fromthe“Pensionplanbenefit employees. François ofDirectorsentrustedthe Board August 6, 2013, of At itsmeeting of the transfer certain Palatineintendedtooffset Banque betweenNatixisand protocol compensation signatureof a authorizedtheof Directors On February 10,2016,theBoard for its executive BPCE Tax taken outby General Code, employees do, Riahi wouldbenefit then onNovember 4,2014of Directors authorized and NatixisbytheBoard between CNPAssurances,BPCE Understanding in a Memorandum of The discussions Assurances. at Natixisproduction in-house the Group's lifeinsurance with CNPAssurancesto bring by the parties to Natixis EuroTitresandCaceis. Banque of Directors onFebruary 18, 2015. of bytheBoard agreements authorized andseveralspecific Understanding was signed. which cost to take intoaccountaoverrun amount theThe amendmentchanges BanqueNatixis andPalatine. services of Description policy coverage of authorizedthesigning of Directors theBoardOn August 1,2017, the agreement the a rider tothe a ridergroupinsurance healthpersonalprotection and in a Memorandum of inaMemorandumof with Arial CNP Assurances with ArialCNPAssurances under Article 82 of the French oftheFrench underArticle 82 had not beenanticipated not had cost overrunsby cost borne Palatine as part Palatineaspart of Natixis' of compensation provided to its clients provided toitsclients decided that François decidedthatFrançois similar to thatof Natixis similar Pérol withcreating scheme,him providing pension plans pension asall NATIXIS protection and health protection when the protocol when the resourceguarantee”. of investment of andfrom with CNPresulted with officers who did notofficers whodid negotiations protocol between from the MEETING
NOTICE 2020
2019 inimpact No financial 2019 inimpact No financial Amount totaled yearfiscal €345,000. for the 2019 recorded The expenses 2019 inimpact No financial 2019 inimpact No financial
67
RESOLUTIONS
REPORT OF THE BOARD OF DIRECTORS ON THE RESOLUTIONS
Date approved by the Type of General Shareholders' Persons concerned Description agreement Meeting by the agreement of the agreement Amount Authorization for General Shareholders’ Corporate officers concerned on the On June 25, 2014, the Board No financial a guarantee Meeting of May 19, 2015 day of the transaction: François of Directors authorized the sale impact in agreement Pérol, Chairman of the Management of Coface shares as part of an open 2019 Board of BPCE and Chairman of the price offer to the general public Board of Directors of Natixis, in France and of a global placement, Laurent Mignon, CEO of Natixis notably with institutional investors and Chairman of the Board in France and outside of France of Directors of Coface, BPCE and set the final sale price Director of Natixis and of Coface, of said shares. represented by Daniel Karyotis, Chief Financial Officer and member of the Management Board of BPCE, permanent representative of BPCE on the Board of Directors of Natixis.
Debt issue program Agreement approved Corporate officers concerned on the On February 17, 2013, the Board The income in the US (3a2) by the General Shareholders’ day of the transaction: François of Directors authorized the recognized implemented Meeting of May 21, 2013 Pérol, Chairman of the Management guarantee given by Natixis NY by the Natixis by BPCE and and amendment approved Board of BPCE and Chairman of the Branch to BPCE. It was granted in New York amendment to by the General Shareholders’ Board of Directors of Natixis, the corporate interest of Natixis branch the agreement Meeting StèveGentili, Didier Patault, given that BPCE relends all or part for this signed on April 9, of May 20, 2014 Thierry Cahn, of the resources raised in USD agreement 2013 for the Alain Condaminas, to Natixis. On February 19, amounted guarantee granted Catherine Halberstadt and 2014, the Board of Directors to €654,959 by Natixis Pierre Valentin, members of authorized the amendment for the 2019 (New York branch) the Supervisory Board of BPCE and to this agreement intended fiscal year. for the benefit Directors of Natixis, Philippe Sueur, to change the sub-ceilings provided of the holders of Vice-Chairman of the Steering & for in Article 4 of the agreement. bonds issued by Supervisory Board of CE In addition, the income lent to BPCE Île-de-France, director of Natixis, Natixis can be provided by BPCE Stéphanie Paix, Chairwoman of the on shorter maturities than those Management Board of CE Rhône of bonds, based on Natixis' needs. Alpes, Director of Natixis, BPCE represented by Daniel Karyotis, Chief Financial Officer and member of the Management Board of BPCE, permanent representative of BPCE on the Board of Directors of Natixis.
Invoicing agreement General Shareholders’ Corporate officers concerned on the On February 22, 2012, The expenses for the affiliation Meeting of May 29, 2012 day of the transaction: François the Board of Directors authorized recorded of Natixis to BPCE Pérol, Chairman of the Management an invoicing agreement related for the 2019 Board of BPCE and Chairman to the affiliation of Natixis with fiscal year of the Board of Directors of Natixis, BPCE intended to better take into totaled Stève Gentili, Didier Patault, account the share of BPCE's €30,823,986. Bernard Jeannin, Jean Criton, governance functions for affiliated members of the Supervisory Board entities. It provides for the annual of BPCE and directors of Natixis, invoicing of the missions completed Olivier Klein and Philippe Queuille, by BPCE at actual cost. members of the Management Board of BPCE and directors of Natixis, Philippe Sueur, Vice-Chairman of the Steering & Supervisory Board of CE Île-de-France, director of Natixis, BPCE represented by Nicolas Duhamel, Chief Financial Officer and member of the Management Board of BPCE, permanent representative of BPCE on the Natixis Board of Directors.
Agreement for the General Shareholders’ Corporate officers concerned On December 18, 2008, The income distribution of Natixis Meeting of April 30, 2009 on the day of the transaction: the Supervisory Board authorized recognized offers to the Regional Philippe Dupont, Chairman an agreement on the distribution in respect of Banks acquired by of the Management Board, of Natixis offers to the ex-HSBC the activation the Banque Populaire Jean-Louis Tourret, Vice-Chairman Regional Banks acquired of guarantees Group from HSBC. of the Supervisory Board, Philippe by the Banque Populaire group for the 2019 Queuille, Jean Clochet, Stève Gentili, through which Natixis has been fiscal year Yvan de la Porte du Theil, the exclusive provider for the banks amounted to Bruno Mettling and Bernard Jeannin, since 2009 for the business lines €109,433. members of the Natixis included in the agreement. Supervisory Board.
68 NATIXIS MEETING NOTICE 2020 www.natixis.com or completed terminated guarantee and several commitment and Lettersof joint and Banque CIB,CNCE IXIS, agreement between and partnership service provision “Click’n Trade” agreement Type of Palatine.
Natixis. before themerger Natixis. before themerger Supervisory authorizedtheAgreement by Supervisory authorizedtheAgreement by Meeting General Shareholders' approvedDate bythe Board of IXIS CIB ofIXIS Board CIB ofIXIS Board with with with N/A N/A by theagreement Persons concerned REPORT OF THEBOARD OFONTHERESOLUTIONS DIRECTORS transactions signed vis-à-vis d’IXIS CIB. and cashcurrency transactions for the forward counterparty the and of thewebsite owner settlement. and guarantee of joint signedIXIS CIB severalletters On June 6, termination or completed of the operational Banqueby CNCE toPalatine thetransfer Palatinefor Banque CIB,and between IXISCNCE of a service provisionagreement Board on which severalguarantees and of the joint respectively, but continueto apply, at this time, All and 2004. 1996subsidiaries between shareholdersand American website, with the“Click’n Trade”management of of Description the agreement the of theletters of havebeen authorizedthesignature and severalcommitment and they depend, untiltheir full theydepend, 2007, the Supervisory 2007, orterminated NATIXIS to all of the guarantee to allof the CNCE remaining completiondate withitssuccessive and technical and prior to the prior MEETING
NOTICE 2020 totaled yearfiscal The income for recorded The expenses totaled yearfiscal the2019for recorded Amount €427,968. €142,500. the2019
69
RESOLUTIONS
REPORT OF THE BOARD OF DIRECTORS ON THE RESOLUTIONS
Summary table on the financial resolution submitted to the General Shareholders’ Meeting by your Board of Directors
Price or procedures Reasons for possible uses for determining Other information No. Purpose Duration of the delegated power Specific ceiling the price for comments 16 Authorization 18 months Possible objectives for share V Your Company may Maximum purchase V Unusable to trade buybacks by your Company: at no time hold a number price of €10 per authorization during in shares of V Implementing Company stock of shares representing share (adjustable public share offers the Company option plans or similar plans more than 10% of its particularly V The Board of V Awarding or transferring shares share capital adjusted in the case of a Directors ensures to employees by transactions affecting reverse share split) that buybacks are V Awarding bonus shares it subsequent to this executed in to employees or directors General Shareholders’ accordance V Generally, honoring obligations Meeting with prudential related to stock option programs V The number of shares requirements, or other share allocations acquired with a view such as those to employees or corporate officers to holding them established of the issuer or a related company or subsequently by regulation V Tendering shares upon exercising tendering them rights attached to securities in connection with granting rights to capital(1) a merger, spin-off V Canceling all or a portion or asset transfer may not of the securities bought back exceed 5% of the share V Tendering shares in connection capital with acquisitions, mergers, V For liquidity contracts, spin-offs or asset transfers the 10% ceiling V Market making for Natixis stock is calculated net on the secondary market or of the number of shares ensuring the liquidity of Natixis resold during stock through an investment the authorization period services provider in connection V Overall amount allocated with a liquidity contract to the buyback program: V Any other goal authorized approximately or that may be authorized by law €3.1 billion or regulations in effect
(1) See glossary.
70 NATIXIS MEETING NOTICE 2020 www.natixis.com to the sharecapital givingSecurities access Pursuant Related partyagreement GLOSSARY needn ietrI acrac wt te fpMdf oe n te nenl euain o te or o Drcos aalbe online (available Directors of Board the of regulations internal the and code Afep-Medef the with accordance In director Independent Accordingly, and the following persons: Company access giving securities issue to authority the delegates Meeting Shareholders' General your when law, the with accordance In subscription or into convertible bonds example, (for securities debt of periods, form the in capital redeemable share to access giving Securities dates Conditions in particular byspecifying The Procedure. Finally, Agreements Agreements V V V These approval AgreementsShareholders’Meetingfor its(“RelatedParty which is presented totheGeneralProcedure”). authorization V V V V V V V V V V V V with the management, on Natixis’ them the shares), into in thelast its Chief ExecutiveOfficer; its (currently or within f t s croae hrhle, h Cmay ht otos t ihn h maig f ril .3- o te French the of Article L.233-3 of meaning the within it controls that Company Commercial Code. the shareholder, corporate a is it if ofthevoting afraction holding or, its directors,shareholders rightsthan10% one ofgreater its DeputyChiefOfficers; one ofExecutive fromtheCompany. variable compensationincash inshares,anyperformance-linkedcompensation receive or once lost is status director Independent 12 years. than more for Directors of Board Company’s the of member a been have theCompany Auditorof been aStatutory last years; have withinthefive with corporateofficer; closefamily tiesa have or materialfortheCompany itsGroup, that is or Company the acustomer,supplier,be investment of directorship, a employee holds indirectly or designated directly Company the a which in company or in which a of officer corporate executive an be an an an shares), redemption (for example, bonds redeemable in shares), exchange (for example, bonds exchangeable for exchangeable bonds example, (for exchange shares), in redeemable bonds example, (for redemption shares), for which the Company or its Group representssignificantportionperson’s whichitsGroup aofsuch business; for theCompanyor su pro, eades f hte te odr o scrte ise i ti wy ae avd hi preferential their waived have way this in issued securities of holders the whether of regardless period, issue prior approval of the Board of Directors is justified by an explanation of the agreement's value for the Company, the for value agreement's the of explanation an by justified is Directors of Board the of approval prior employee, executive corporate officer or director of BPCE or of a company consolidatedcorporateofficeror BPCEacompany executive directorof orby BPCE; employee, consolidatedcorporateofficeror acompany executive directorof employee, underNatixis, orcorporateofficerof theCompany, employee executive
are waived. on gemns ewe cmais ih omn fies r as sbet o h Rltd at Agreements Party Related the to subject also are officers common with companies between agreements a Boardmember12 years; a hasservedfor gemns r toe ocue, ihr iety or directly either concluded, those are agreements to shares to be issued, the preferential subscription rights to the shares to which the securities issued entitle issued securities the which to shares the to rights subscription preferential the issued, be to shares to or at or or the presentation of a warrant (for example, bonds example, (for warrant a of presentation the or
o rilsL253 e sq o te rnh omril oe cran gemns r sbet o prior to subject are agreements certain Code, Commercial French the of seq. et Articles L.225-38 to which r ru o a aue ibe o opoie hi fedm f uget r rae cnlc o interest of conflict a create or judgment of freedom their compromise to liable nature a of Group or website:
for for shares, or bonds or shares, for five years, beorhavebeen: fiveyears, an independent member of the Board Directors anofthe independentmember cannot: in which any of the above-mentioned persons is indirectly involved are also subject to the Related Party Related the to subject also Procedure. are involved indirectly is persons above-mentioned the of any which in rights. y h Bad f ietr. h Sauoy uios rpr a pca rpr o tee agreements these on report special a prepare Auditors Statutory The Directors. of Board the by established dates. The shares may shares The dates. established
the
these
issuing www the last five years)holdsa directorship; five thelast
rights Company orGroup. the financial conditions attached. conditions thefinancial , an .natixis.com),
of
may
shares
be with share warrants attached) may entitle holders to shares at any time, during set during time, any at shares to holders entitle may attached) warrants share with
exercised:
to or
which corporatebanker: independent
the
be provided by way of conversion (for example, of convertible bonds convertible of example, (for conversion of way by provided be securities ietr s pro wo a n te wt te management, the with ties no has who person a is director
giving or with share warrants attached) or by any other way, during way, other any by or attached) warrants share with n xctv croae fie o te Company the of officer corporate executive an through
access
an to
share intermediary, NATIXIS MEETING
capital
issued ewe te Company the between
entitle
NOTICE 2020
the
GLOSSARY holder
and 71
GLOSSARY
HOW DO I PARTICIPATE IN THE GENERAL SHAREHOLDERS’ MEETING? HOW DO I PARTICIPATE IN THE GENERAL SHAREHOLDERS’ MEETING?
In the context of the Covid-19 epidemic and taking into account the administrative measures limiting and prohibiting collective gatherings for health reasons, the Board of Directors of the Company has decided that this Combined General Shareholders’ Meeting will be held exceptionally « behind closed doors », at Palais Brongniart, 25 Place de la Bourse - 75002 Paris, without the shareholders and other persons having the right to attend being physically present. Consequently, shareholders are invited to vote remotely either by a voting form, or by proxy given to the Shareholders’ Meeting Chairman, or by internet.
Preliminaries
Whatever the number of shares he/she holds, any shareholder may attend the General Shareholders’ Meeting either by voting by post, or by giving a proxy to the Shareholders’ Meeting Chairman. Whatever the participation mode you will choose, you will have to prove your standing as shareholder. On the second working day prior to the meeting date, i.e. at the latest on May 18, 2020, zero hour, Paris time, you will have to : V if you hold registered shares: be recorded in a registered share account (pure or administered); V if you hold bearer shares: promptly instruct the financial intermediary managing your account to issue a shareholding certificate to be attached to the voting card.
How to participate
A – You would like to participate in the General Shareholders’ Meeting without attending in person
You only have to: V select one of the two available options, namely: V vote by post, resolution by resolution, by shading the boxes of resolutions you are against or for which you wish to abstain (an abstention being equivalent to a vote against), or V appoint the Chairman of the meeting as proxy: he will then cast a vote in favor of resolutions put forward or approved by the Board of Directors and cast a vote against those which have not been, and V return the form, using the accompanying prepaid envelope or by ordinary post, to the financial intermediary responsible for your shares, by May 17, 2020. If you hold bearer shares, you must also attach the shareholding certificate.
72 NATIXIS MEETING NOTICE 2020 www.natixis.com Cedex9 92862 Issy-les-Moulineaux 14, rueRouget-de-Lisle Shareholders Meetings CACEISCorporate Trust and/orpassword,youpostto : caseoflossyourusername maysendarequest by In vote. to casthis/her Beware: holder account usual their contact to asked informedinstitutionso astobeofsuchconditions. kindly are service this in interest an find may who shareholders bearer Consequently, institution. Natixis for service said the by listed use for conditions special to submitted be may website institution this holder account the via platform VOTACCESS the to Access offers and system VOTACCESS the to subscribed institution holder toit. Shareholders’ Meeting,mayaccess account whose shareholders bearer the Only 2 1 You areabearershareholder 3 2 1 You arearegisteredshareholder(directlyornot) possible avoid to as so instructions, voting your enter to time) paris p.m., overloading oftheplatform. 3:00 2020 (May 19, deadline the until wait to not advised are You V V form,i.e. youmay: the voting you thesamepossibilitiesaspostal platform offers This time. p.m.,Paris at10:00toMay 19, 20203:00 fromApril 29, 2020 beopen will Meeting, viatheVOTACCESSplatformwhich Shareholders’ next the to prior vote to possibility the you offers Natixis Meetings, Shareholders its at voting shareholders’ facilitate to view a In B –Internetvoting give proxytotheShareholders’MeetingChairman. resolution; vote foreach shown on screen on the line corresponding to your Natixis shares and follow instructions. Natixis sharesandfollow on thelinecorrespondingtoyour Click onthescreen iconshown holderinstitutionusualdetails. the ofyouraccountusinglogin Log intoInternetportal on resolutions”. ofyour choice:“GiveproxytotheChairman”,“Vote onthemodule When loggedonthehomepage,click notice meeting the with together you to sent been has which form voting the of right for ane-notice. youopted Trust,byormailif by CACEIS Corporate postby top the on displayed is number ID your in: Log Pleaselog intoOLIS-shareholderwebsite:www.emetline.olisnet.com Onceyou haveloggedin,clickonthe“Internetvoting”modulewhichwillontoVOTACCESSwebsite. redirect any shareholder who already cast his/her remote vote, who sent a proxy form, by any means whatsoever, cannot opt for another mode another for opt cannot whatsoever, means any by form, proxy a sent who vote, remote his/her cast already who shareholder any HOW DO I PARTICIPATE IN DO I PARTICIPATE
THE GENERAL SHAREHOLDERS’ MEETING? NATIXIS MEETING
NOTICE 2020 73
HOW DO I PARTICIPATE? HOW DO I PARTICIPATE IN THE GENERAL SHAREHOLDERS’ MEETING?
Express your choice via this form
TO PARTICIPATE IN THE GENERAL MEETING WITHOUT ATTENDING IN PERSON Select one of the 2 available options.
2 1
Whatever your choice, date and sign at the bottom of the form.
VOTING BY POST VOTING APPOINTING CORRESPONDENCE THE CHAIRMAN Tick corresponding box and sign the AS PROXY form once you have shaded the boxes Date and sign at the bottom of the form. for any resolutions you are against or The owner of the shares must date and on which you wish to abstain. sign. In the case of joint ownership, each joint owner must sign.
74 NATIXIS MEETING NOTICE 2020 www.natixis.com AND INFORMATION REQUESTS FORDOCUMENTATION ✂
Ex and R.225-83of theFrench Commercial Code be sent to theabove address. request that thedocumentation andinformation indicated inArticles R.225-81 Full address Share account Nr Surname (Mr., Mrs orMs) I, theundersigned (2) Attach a copy of the shareholding certificate issued by the intermediary managing issued (2) Attachyour shares.by theintermediary acopy oftheshareholding certificate (1) For legalpersons,specifyexact companynames. for documentation holding each subsequentShareholders’ Meeting. aforementioned the shareholders send Company Code, the have Commercial request, Frenchsingle a the in may, of shares registered 3) (paragraph R.225-88 Article to pursuant NOTE: Signature
Holder of 92862 Issy Les Moulineaux Cedex 9 14, rueRouget-De-Lisle Service Assemblées CACEIS CORPORATE TRUST To bereturned to: ecu ted in bearer registered shares (2) , shares, registered with (1) shares , on REQUESTS FOR DOCUMENTATION NATIXIS MEETING
AND INFORMATION
NOTICE 2020
75
DOCUMENTATION
REQUESTS FOR DOCUMENTATION AND INFORMATION
Notes
76 NATIXIS MEETING NOTICE 2020 www.natixis.com Notes REQUESTS FOR DOCUMENTATION NATIXIS MEETING
AND INFORMATION
NOTICE 2020 77
DOCUMENTATION
REQUESTS FOR DOCUMENTATION AND INFORMATION
Notes
78 NATIXIS MEETING NOTICE 2020 SHAREHOLDER INFORMATION
THE SHAREHOLDER CLUB BRINGS YOU INFORMATION Combined general shareholders’ meeting JOIN THE SHAREHOLDER CLUB ON WEDNESDAY, MAY 20, 2020 AT 3:00 P.M.* Any shareholder accepting to receive all our information by e-mail may join the Shareholder Club.
NATIXIS SHAREHOLDER CLUB KEEPS YOU INFORMED The Club Members receive: › The Shareholder Guide; Le Club › The Shareholder Newsletter; des actionnaires › The monthly Newsletter. The Club Members are also invited to: de Natixis › Invitations to video chats or webconferences on financial or economic issues; › Information meetings in regions; › And to events linked to our culture and sport sponsorship operations. ✚ SIGN UP AND GET MORE INFORMATION AT www.clubdesactionnaires.com or https://www.natixis.com › › › Investors & Shareholders › › › Shareholder Corner › › › Shareholder Club
SHAREHOLDER CONSULTATIVE COMMITTEE To get you involved along us and to improve our communication towards our individual shareholders
The Shareholders’ Consultative Committee (SCC) is a think tank APPLICATION and an advisory body composed of twelve members representing Any shareholder may apply to the SCC by sending a cover letter, individual shareholding. Its aim is to enable Natixis to collect the a résumé and a duly filled in application file. All applications are opinion of its members on various investor relations issues and to received all year long. Natixis undertakes to answer all applications. improve the various tools of communications provided for individual shareholders. In 2019, the Committee met with both the Chief Executive Officer of ✚ Natixis, François Riahi and Nathalie Bricker, Chief Financial Officer MORE DETAILS ON of Natixis. They have more particularly exchanged with them on the https://www.natixis.com › › › Investors & Shareholders agenda of the shareholders’ general meetings of 2019 and 2020. › › › Shareholder Corner › › › Shareholder Consultative The CCAN also met twice with Damien Souchet, Natixis’ Director Committee of Financial Communication, about the financial results, the 2018- 2020 strategic plan: “New Dimension” and the evolution of the share You will find: the Shareholders’ Consultative Committee’s (background, impact of analysts’ ratings and other events on the general presentation, members’ presentation, meetings share). reports and application terms.
› Our toll-free number:
free services and 0 800 41 41 41 free calls To enable you to remain in touch with is equipped with an interactive voice server and can permanently be reached. your Company, our information and communications device is at your disposal: › You may contact us directly by e-mail at: [email protected] › Find all of our aimed-at-you information on our website: https://www.natixis.com › › › Investors & Shareholders 542 044524RCSPARIS A jointcompanywithaboard ofdirectors withshare capitalof€5,049,354,392 www.natixis.com Tél. :+33158323000 75013 Paris 30, avenue Pierre MendèsFrance Registered office: Natixis plays anactive role inencouraging sustainabledevelopment. All ofitsteamsare committed, Natixis thusbecamethefirstbank to managetheclimateimpactofitsbalancesheet by implementingtheGreen Weighting Factor , aninnovative tool designed to encourage environmentally- andclimate-friendly financingdeals. day clientsintheirecologicaltransitions. inday out,to supporting
2020 - © shutterstock.com COMBINED GENERAL SHAREHOLDERS’ MEETING MEETING NOTICE 2020