BPCE - 2020 Universal Registration Document

6

RISK FACTORS & RISK MANAGEMENT

LEGAL RISKS

MPS FOUNDATION In June 2014, MPS Foundation (FondazioneMonte dei Paschi di Siena), an Italian foundation, filed a claim against eleven 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 ongoing. 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 EnforcementCommittee 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 compensationfor 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 Belgiumoverturned this ruling on June 22, 2018. In February 2019, SWL lodged an appeal with a Court of Appeal.

On April 22, 2020, the Court of Appeal of Liège annulled the contested swap agreement and ordered Natixis to repay to SWL an amount corresponding to the difference between the execution cost of the contested swap agreement and the many amounts that would have been paid had the previous swap agreement not been terminated, in addition to interest at the legal rate. Natixis filed an appeal against this decision. 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 High Court of Cape Town (Western Cape division, South Africa), 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. A ruling was issued on November 20, 2020 declaring the transactions null and void and awarding Contango Trading SA refunds and reparations in the amount of $208,702,648. On December 22, 2020, the judge authorized SFF and Vitol to appeal this ruling and, at the same time, SFF paid Contango Trading SA $123,865,600 in performance of the undisputed part of the ruling. This ruling was partially appealed. 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. In its decision on July 21, 2020, the Court of Milan dismissed all Lucchini Spa’s claims and sentenced it to pay cost of proceedings for a total amount of €1.2 million, of which €174 thousand for each bank or group of banks. This decision is subject to appeal. Lucchini Spa appealed against the judgment. 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.

686

UNIVERSAL REGISTRATION DOCUMENT 2020 | GROUPE BPCE

www.groupebpce.com