BPCE - 2019 Universal Registration Document

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RISK REPORT

LEGAL RISKS

MPS FOUNDATION In June 2014, MPS Foundation (Fondazione Monte dei Paschi di Siena), an Italian foundation, filed a claim against 11 banks, including Natixis, which granted it financing in 2011 at the request of its previous executive officers, on the grounds that the financing thus granted was in violation of its bylaws, which state that MPS Foundation cannot hold debt exceeding 20% of its total balance sheet. The damages claimed by MPS Foundation against the banks and its former directors amount to €285 million. Natixis considers these accusations to be unfounded. Following an objection as to jurisdiction, the Siena Court referred the case to the Florence Court on February 23, 2016. The case is still in progress before the Tribunal of Florence. FORMULA FUNDS Following an inspection by the AMF (French Financial Markets Authority) in February 2015 with regard to Natixis Asset Management’s compliance with its professional obligations, particularly the management of its formula funds, the AMF’s Enforcement Committee delivered its decision on July 25, 2017, issuing a warning and a fine of €35 million. The Enforcement Committee found a number of failings concerning the redemption fees charged to funds and structuring margins. Natixis IM International has filed an appeal against this ruling with the Council of State. In its decree of November 6, 2019, the Council of State modified the ruling of the Enforcement Committee, reducing the fine to €20 million. The warning was upheld. In addition, UFC-QUE CHOISIR, in its capacity as a consumer rights non-profit, brought claims before the Paris District Court (Tribunal de Grande Instance de Paris) on March 5, 2018 against the asset management company to obtain compensation for the financial losses suffered by the holders of the formula funds in question. The case is ongoing. SOCIÉTÉ WALLONNE DU LOGEMENT On May 17, 2013, Société Wallonne du Logement (SWL) filed a complaint against Natixis before the Charleroi Commercial Court (Belgium), contesting the legality of a swap agreement entered into between SWL and Natixis in March 2006 and requesting that it be annulled. All of SWL’s claims were dismissed in a ruling by the Charleroi Commercial Court on November 28, 2014. On September 12, 2016, the Mons Court of Appeal annulled the contested swap agreement and ordered Natixis to repay to SWL the amounts paid by SWL as part of the swap agreement, less any amounts paid by Natixis to SWL under the same agreement and taking into account any amounts that would have been paid had the previous swap agreement not been terminated. The Cour de Cassation of Belgium overturned this ruling on June 22, 2018. In February 2019, SWL lodged an appeal with a Court of Appeal.

SFF/CONTANGO TRADING SA In December 2015 the South African Strategic Fuel Fund (SFF) entered into agreements to sell certain oil reserves to several international oil traders. Contango Trading SA (a subsidiary of Natixis) provided funding for the deal. In March 2018, SFF filed a lawsuit before the South African Supreme Court (Western Cape division, Cape Town), primarily against Natixis and Contango Trading SA, with a view to having the agreements invalidated, declared null and void, and to obtain fair and equitable compensation. LUCCHINI SPA In March 2018, Natixis SA was summoned, jointly and severally with other banks, by Lucchini Spa (under extraordinary administration) to appear before the Court of Milan, with Lucchini Spa’s receiver alleging improprieties in the implementation of the loan restructuring agreement granted to Lucchini Spa. The case is ongoing. COMPETITION AUTHORITY – NATIXIS INTERTITRES ET NATIXIS On October 9, 2015, a company in the restaurant voucher sector lodged a complaint with the Competition Authority to contest sector practices with respect to the issuance and acceptance of restaurant vouchers. The complaint named several French companies in the restaurant voucher sector, including Natixis Intertitres. In its ruling of December 17, 2019, the Competition Authority found that Natixis Intertitres took part in an exchange of information and a practice aimed at cornering the restaurant voucher sector. Natixis Intertitres was fined €4,360,000, and was issued two additional fines totaling €78,962,000, jointly and severally with Natixis. This ruling was published in a press release by the Competition Authority on December 18, 2019. Natixis and Natixis Intertitres have decided to appeal the ruling upon receiving notification thereof. BUCEPHALUS CAPITAL LIMITED – DARIUS CAPITAL PARTNERS On June 7, 2019, Bucephalus Capital Limited (a UK law firm), together with other firms, brought claims against Darius Capital Partners (a French law firm and 60%-owned subsidiary of Natixis Investment Managers) before the Paris Commercial Court, to contest the breach of various contractual obligations, particularly with respect to a framework agreement dated September 5, 2013 setting out their contractual relations and various subsequent agreements. Bucephalus Capital Limited claims a total of €178,487,500. Darius Capital Partners considers these claims to be unfounded.

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UNIVERSAL REGISTRATION DOCUMENT 2019 | GROUPE BPCE

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