BPCE - 2019 Universal Registration Document
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LEGAL INFORMATION
STATUTORY AUDITORS’ SPECIAL REPORT ON RELATED-PARTY AGREEMENTS AND COMMITMENTS
AGREEMENTS WITH NATIXIS AND ITS SUBSIDIARIES Negotiation Agreement for the Smith transaction Directors concerned on the applicable date: Laurent Mignon, Chairman of the Board of Directors of Natixis and Chairman of the Management Board of BPCE, Catherine Halberstadt, permanent representative of BPCE on the Board of Directors of Natixis and a Member of the Management Board of BPCE, François Riahi, Chief Executive Officer of Natixis and a Member of the Management Board of BPCE, Thierry Cahn, a Board Member of Natixis and a member of the Supervisory Board of BPCE, Françoise Lemalle, a Board Member of Natixis and a member of the Supervisory Board of BPCE, Stéphanie Paix, a Board Member of Natixis and a member of the Supervisory Board of BPCE, Alain Condaminas, a Board Member of Natixis and a member of the Supervisory Board of BPCE, and Bernard Dupouy, a Board Member of Natixis and a member of the Supervisory Board of BPCE. This project involves BPCE’s acquisition from Natixis of the specialized financing activities of Natixis’ SFS business line, namely factoring (Natixis Factor), sureties and guarantees (CEGC), leasing (Natixis Lease), consumer finance (Natixis Financement) and the custodial services activities (Natixis’ Eurotitres department). It has multiple objectives: simplify the structure of the Group’s local banking activities; reposition BPCE SA as the lead operational subsidiary and expert in local banking activities; increase the value that BPCE SA brings to the Group’s clients; and more effectively structure the Group’s capital by positioning the Group’s various entities – and the BPCE SA group in particular – at satisfactory and sustainable capital adequacy levels. First, Natixis would see approximately €2 billion in capital freed up in connection with the asset sale and would pay out to its shareholders a special dividend calibrated to position Natixis at a CET1 ratio of about 11%. BPCE would also carry out a €2 billion capital increase, of which €1.2 billion would be freed up when the transaction is completed, to finance the acquisition of the targeted assets and provide capital support for any external growth transactions Natixis might wish to make in its asset-light business lines (up to €1.5 billion), in addition to the €1 billion currently anticipated and financed in the New Dimension plan. At its meeting of September 12, 2018, the Supervisory Board authorized the entry into the Negotiation Agreement between BPCE and Natixis. Purchase agreements in connection with the Smith transaction Directors concerned on the applicable date: Laurent Mignon, Chairman of the Board of Directors of Natixis and Chairman of the Management Board of BPCE, Catherine Halberstadt, permanent representative of BPCE on the Board of Directors of Natixis and a Member of the Management Board of BPCE, François Riahi, Chief Executive Officer of Natixis and a Member of the Management Board of BPCE, Thierry Cahn, a Board Member of Natixis and a member of the Supervisory Board of BPCE, Françoise Lemalle, a Board Member of Natixis and a member of the Supervisory Board of BPCE, and Bernard Dupouy, a Board Member of Natixis and a member of the Supervisory Board of BPCE. The Supervisory Board was called upon, in connection with the Smith transaction, to authorize BPCE’s acquisition of the shares of Natixis Lease, Natixis Factor, Natixis Financement and CEGC, known as the “SFS Subsidiaries,” and the acquisition of the Eurotitres customer base.
CNCE and Chairman of the Management Board of CE Bourgogne Franche-Comté, Philippe Monéta, a member of the Supervisory Board of CNCE and Chairman of CE Loire Drôme Ardèche and Didier Patault, a member of the Supervisory Board of CNCE and Chairman of the Management Board of CE Bretagne Pays de Loire. CNCE and the Caisses d’Epargne have implemented, and may continue to implement in the future, with the Banque de France, GCE group refinancing arrangements involving the direct or indirect use of assets belonging to the Caisses d’Epargne. The purpose of the collateral remuneration agreement is to determine the bases for calculation and payment under which the Caisses d’Epargne will receive a payment from CNCE in return for transferring assets that are eligible for ECB Monetary Policy Operations not otherwise eligible for specific remuneration as securities lending or repo transactions. The agreement is entered into for three years and is renewable automatically for another three-year period, unless terminated in advance. At its meeting of June 24, 2009, the CNCE Supervisory Board authorized the CNCE to sign this collateral remuneration agreement with each of the Caisses d’Epargne. This transaction resulted in the recognition of an expense of €2,876,005.65 on BPCE’s 2019 financial statements. Collateral remuneration agreement between BPCE and the Banques Populaires Directors concerned on the applicable date: Gérard Bellemon, a member of the Supervisory Board of BPCE and Chairman of the Board of Directors of Banque Populaire Val de France, Thierry Cahn, a member of the Supervisory Board of BPCE and Chairman of the Board of Directors of Banque Populaire d’Alsace, Pierre Desvergnes, a member of the Supervisory Board of BPCE and Chairman of the Board of Directors of CASDEN Banque Populaire, Stève Gentili, a member of the Supervisory Board of BPCE and Chairman of the Board of Directors of BRED, Jean Criton, a member of the Supervisory Board of BPCE and Managing Director of Banque Populaire Rives de Paris and Bernard Jeannin, a member of the Supervisory Board of BPCE and Managing Director of Banque Populaire Bourgogne Franche-Comté. BPCE and the Banques Populaires have implemented, and may continue to implement in the future, with the Banque de France, Groupe BPCE refinancing arrangements involving the direct or indirect use of assets belonging to the Banques Populaires. BPCE and the Banques Populaires wished to define the terms and conditions under which the Banques Populaires will receive a minimum financial commission in exchange for transferring assets eligible for ECB Monetary Policy Operations and not otherwise eligible for specific remuneration as securities lending or repo transactions. The purpose of the collateral remuneration agreement is to determine the bases for calculation and payment under which the Banque Populaire will receive a payment from BPCE in return for directly or indirectly transferring assets that are eligible for ECB Monetary Policy Operations. At its meeting of February 24, 2010, the Supervisory Board authorized BPCE to sign this collateral remuneration agreement with each of the Banques Populaires. It was entered into on July 15, 2010 for an indefinite period. This transaction resulted in the recognition of an expense of €1,567,570.75 on BPCE’s 2019 financial statements.
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UNIVERSAL REGISTRATION DOCUMENT 2019 | GROUPE BPCE
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