BPCE - 2019 Universal Registration Document
LEGAL INFORMATION
STATUTORY AUDITORS’ SPECIAL REPORT ON RELATED-PARTY AGREEMENTS AND COMMITMENTS
Final Framework Agreement and its addendum Directors concerned on the applicable date: François Pérol, Chairman of the Management Board of BPCE, a Board Member of CNP Assurances and Chairman of the Board of Directors of Natixis, Jean-Yves Forel, a member of the Management Board of BPCE and a Board Member of CNP Assurances, Laurent Mignon, a Member of the Management Board of BPCE and Managing Director of Natixis, Pierre Valentin, a Board Member of Natixis and a member of the Supervisory Board of BPCE, Didier Patault, a Board Member of Natixis and a member of the Supervisory Board of BPCE, Thierry Cahn, a Board Member of Natixis and a member of the Supervisory Board of BPCE, Catherine Halberstadt, 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 Gérard Bellemon, a Board Member of Natixis Assurances and a member of the Supervisory Board of BPCE. The Final Framework Agreement was executed between CNP Assurances (acting in its name and on behalf of itself and in the name and on behalf of its subsidiaries), BPCE (acting in its name and on behalf of itself and/or, as the case may be, in the name and on behalf of the members of the Caisse d’Epargne network as central institution of the Caisse d’Epargne network, and/or in the name and on behalf of the members of the Banque Populaire network as central institution of the Banque Populaire network, and/or in the name and on behalf of its subsidiaries), Natixis (acting in its name and on behalf of itself and/or, as the case may be, in the name and on behalf of its subsidiaries), Natixis Assurances, ABP Vie and ABP Prévoyance. The purpose of the final framework agreement is: to note the non-renewal of the Existing Agreements; • to define, organize and delimit the contractual whole formed • by the New Partnership Agreements of which it is the umbrella agreement; to determine the term of the New Partnership Agreements, • namely seven years as from January 1, 2016. At the end of this seven-year period, BPCE will be able to either extend the New Partnership Agreements for a period of three years as from January 1, 2023 or purchase CNP’s insurance deposit inventory. BPCE will have the option of acquiring the existing portfolio at December 31, 2020 and CNP the option, in 2020 and 2022, of notifying BPCE of its desire to initiate discussions with a view to such sale; to define and organize the functioning of the Partnership • Committee and any sub-committees subsequently formed by the Partnership Committee; and more generally, to organize and monitor the relationships • between the Parties for the purposes of the Renewed Partnership. An addendum to the Final Framework Agreement was signed on December 30, 2015 between BPCE, CNP Assurances and Natixis in order to determine a new time limit for the signature of certain of the intended New Partnership Agreements not already signed before December 31, 2015. The addendum was equally designed to amend certain agreements to reflect regulatory or operating developments requiring the modification of certain appendices, and also provides for the deferral to January 1, 2016 of the constitution of the Partnership Committee. Agreements between CNP Assurances, BPCE, Natixis and ABP Vie (a subsidiary of Natixis Assurances) Directors concerned on the applicable date: François Pérol, Chairman of the Management Board of BPCE, Chairman of the Board of Directors of Natixis and a member of the Board of Directors of CNP Assurances, Jean-Yves Forel, a member of the Management Board of BPCE and a member of the Board of
The purchase price for the SFS Subsidiaries is €2.6 billion, • which breaks down into €351 million for Natixis Financement, €178 million for Natixis Factor, €953 million for Natixis Lease and about €1.1 billion for CEGC. An adjustment to the estimated price of the subsidiaries sold is provided for in the agreements, in proportion to any upward or downward difference between the final 2018 IFRS capital of the subsidiaries sold and the estimated 2018 IFRS capital used to set the initial price. This transaction will be finalized subject to the condition precedent that BPCE complete the capital increase in an amount equal to at least €1.2 billion and that the ECB recognize it as CET1. The purchase price for the Eurotitres customer base is • €87 million. An adjustment to the estimated price is provided for in proportion to the increase or decrease in the amount corresponding to Eurotitres’ net tangible assets ( i.e. the value of the customer base less the value of liabilities and the value of intangible assets). To ensure business continuity, transitional service agreements • (TSAs) and service-level agreements (SLAs) will also be implemented at the closing, under which Natixis will provide transitional and long-term services to BPCE. These TSAs and SLAs cover about 500 identified services, mainly concerning the Risk, Finance, Compliance and HR functions. These agreements, which are characterized as “related,” will take the form of: three cost-sharing and service agreements appended to the – sale agreement for the SFS Subsidiaries (“Reverse TSA/SLA,” “IT” and “TSA”); one custody agreement, the “extended mandate,” – appended to the sale agreement for the Eurotitres customer base. At its meeting of February 12, 2019, the Supervisory Board of BPCE authorized BPCE to sign the agreement for the sale of the shares of the SFS Subsidiaries and the sale of the Eurotitres customer base, as well as the “related” agreements. Framework and specific agreements covering the new partnership arrangements between the CNP and BPCE groups At its meeting of August 6, 2013, the Supervisory Board authorized François Pérol to constitute an Insurance division at the level of Natixis and engage in negotiations with CNP Assurances with a view to allocating the responsibility for the Group’s future life insurance business to Natixis Assurances. The negotiations with CNP undertaken between October 2013 and July 2014 resulted in the definition of the fundamental principles applicable to the future partnership between BPCE, Natixis and CNP which were duly approved by the Supervisory Board at its meeting of July 31, 2014. The discussions with CNP continued and resulted, first, in an agreement of principle between CNP Assurances, BPCE and Natixis authorized by the Supervisory Board on November 4, 2014 and then in a Final Framework Agreement complemented by specific application contracts (the “New Partnership Agreements”) authorized by the Supervisory Board on February 18, 2015 and approved by the Annual General Shareholders’ Meeting held on May 22, 2015. The new partnership agreements with CNP Assurances represent a major strategic development for BPCE that is perfectly integrated within the Group’s overall bancassurance business model while at the same time preserving the interests of customers, the level of fees and commissions, and service quality during the transitional period.
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UNIVERSAL REGISTRATION DOCUMENT 2019 | GROUPE BPCE
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