NATIXIS -2020 Universal Registration Document

3 RISK FACTORS, RISK MANAGEMENT AND PILLAR III Risk factors

At 31/12/2020, Natixis’ CET1 capital stood at €12.1 billion, total Tier 1 capital at €14.2 billion, and Tier 2 regulatory capital at €2.1 billion. Natixis issued $300 million in senior non-preferred debt on November 30, 2020. As a member of Groupe BPCE, Natixis may be subject to resolution proceedings in the event of the failure of Natixis and Groupe BPCE. The relevant resolution authority would manage the resolution proceeding at the level of BPCE, which would be the “single point of entry” of Groupe BPCE, especiallywith the applicationof cooperative solidarity mechanisms. Should the financial position of Natixis or of Groupe BPCE deteriorate, or be perceived as deteriorating, the existence of the powers provided for by the BRRD could cause the market valueof Natixis financial securities to decline more rapidly. If resolution proceedings were to be implemented at the Groupe BPCE level, the exercise by a competent authority of the powers provided for by the BRRD could result in: the full or partial write-down of Natixis equity instruments, leading V to the full or partial loss of the value of these instruments; the full or partial conversion of eligible financial instruments into V Natixis shares, resulting in the unwanted holding of Natixis shares and a possible financial loss when reselling these shares; a change to the contractual conditionsof the financial instruments V that could alter the instruments’ financial and maturity terms; such a change could result in lower coupons or longer maturities and have a negative impact on the value of said financial instruments. The implementationof resolution measures would also significantly affect Natixis’ ability to make the payments required by such instrumentsor, more generally, honor its payment to third parties. In addition to these items related to a resolution procedure, the liquidity of Natixis shares could be affected by the failure to implement a squeeze-out procedure following the proposed public offer by Groupe BPCE. As a reminder, on February 9, 2021, Groupe BPCE announced its intention to file a takeover bid for around 29.3% of the share capital of Natixis that it does not hold (based on the issued and fully paid-up share capital as of December 31, 2020) at a price of €4 per Natixis share (dividend attached). BPCE has announcedits intention to implementa squeeze-outprocedure for all the shares not held by it in the event that the minority shareholders do not hold more than 10% of the Company's share capital and voting rights following the offer.

Risk related to holding Natixis securities

Natixis securities holders and other Natixis creditors may suffer losses should Natixis undergo resolution proceedings The European Regulation establishing a framework for the recovery and resolution of credit institutions and investment firms, and the texts transposing these rules into French law (the BRRD regulation) aim primarily to establish a single resolution mechanism giving the resolution authorities “bail-in” powers. The purpose of these powers is to counter any systemic risk linked to the financial system and, more specifically, avoid any financial intervention by states in the event of a crisis. If a financial institution (or the group to which it belongs) subject to the BRRD defaults or is close to defaulting, these powers allow the authorities to impair, cancel or convert the financial institution’s eligible securities and commitments into shares. Other than the option of using the “bail-in” mechanism, the BRRD grants the resolution authorities more extensive powers, enabling them to (1) force the entity to recapitalize in order to comply with the conditions of its approval to operate and pursue the operations for which it has approval with a sufficient level of confidence from the markets; if necessary, by modifying the legal structure of the entity (2) reduce the value of receivables or debt instruments, or convert them into equity for transfer to a bridge institution for the purposes of capitalization, or for the sale of a business, or for recourse to an Asset Management vehicle.

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NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2020

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