NATIXIS // 2021 Universal Registration Document
CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2021 Consolidated financial statements and notes
As a result, at December 31, 2021, Natixis classified the assets and liabilities of the NIE entity respectively as “Non-current assets held for sale” and “Liabilities related to non-current assets held for sale”, in accordance with the procedures described in Note 2.6. The information-consultation process of the relevant employee representative bodies within Groupe BPCE was initiated on September 23, 2021. The latter issued their opinion on January 11, 2022. The Board of Directors of Natixis meeting on February 10, 2022 also subsequently and authorized the signing of contribution agreements relating to the contributions of the Assurances and Payments activities to the two aforementioned holding companies, and approved the draft resolutions submitted to it relating to the distribution to the shareholders of the shares received in exchange for the contributions and the capital increase subject to obtaining the approval of the European Central Bank (granted February 28, 2022). Launch of a transformation and 1.2.3 operational efficiency program Natixis announced, on November 5, 2020, the launch of a transformation and operational efficiency program that will generate approximately €350 million in sustainable cost savings at the end of 2024 (approx. €270 million in associated exceptional costs over the period), including the transformation of the Corporate & Investment Banking division. To meet the challenges it faces, Natixis will also continue to develop its operating model with a view to competitiveness by drawing on its solid and diversified expertise. This approach of anticipation, adaptation and development has led Natixis, since 2016, to organize its support functions around two areas of activity in Europe: Paris and Porto. In line with this organizational plan, a development project for the Porto center was presented to the social partners at the end of January 2021. This consists of: continuing to develop the support functions already established in V Porto; positioning some of the other support functions in Porto. V This project also confirms Porto’s place as a center of excellence and expertise. The strategic review of the equity derivatives activity also confirmed its importance for Natixis and repositioned it on strategic clients while reducing the level of risk. To implement the various components of these projects under the best possible conditions, an internal and external resource mobility plan has been proposed within the areas concerned. This plan was opened on June 21, 2021 and is based on three key principles:
As of December 31, 2021, BPCE held all of the share capital and voting rights of Natixis (with the exception of the free shares granted to employees and corporate officers of Natixis and its subsidiaries issued by Natixis, still in a period of unavailability or of holding at that date, having been covered by a liquidity agreement and Natixis treasury shares). This transaction is part of an ambitious industrial project to support the development of Natixis’ business lines and the simplification of its organizational set up. This project includes an organizational component that could include: transfer to BPCE of the Insurance and Payments business lines; V grouping within a new division business lines serving Corporate V Clients and Asset & Wealth Management. This project is progressing at its own pace and is expected to be operational in the first quarter of 2022. It includes the following steps: the contribution by Natixis to a company wholly owned by i. BPCE of all the shares held by Natixis in Natixis Assurances; the contribution by Natixis to a company wholly owned by ii. BPCE of all the shares held by Natixis in Natixis Payment Solutions, Partecis and Natixis Payment Holding (NPH), Natixis subsidiaries that currently carry out the activities of Groupe BPCE’s Payments business line; the distribution by Natixis to its shareholders of the shares of iii. Natixis Assurances Holding and Natixis Payments Holding received as compensation, respectively, for the Insurance and Payments contributions; and the acquisition by BPCE of all the shares of the Assurances iv. Holding and Payments Holding received by the beneficiaries of free shares as a result of the exercise of the sales agreements provided for in the liquidity contracts. At the end of the proposed transaction, BPCE will directly hold all of the share capital and voting rights of the Assurances Holding and Payments Holding. At the same time as the aforementioned distribution, Natixis will carry out a capital increase which will be fully subscribed by BPCE for an amount of approximately €1.7 billion, in order to restore Natixis’ equity. On September 22, 2021, the Board of Directors of Natixis approved the terms of the negotiation protocol, signed on the same day, by the parties to set out their discussions and define the guiding principles that will guide the possible conclusion of the final documentation relating to the projected transaction. As a result, Natixis has classified the assets and liabilities of the Assurances and Payments subsidiaries in the financial statements for the year ended December 31, 2021 as “Non-current assets held for sale” and as “Liabilities related to non-current assets held for sale” and the income items of these two business lines on the income statement line “Net income from discontinued operations” (see Note 2.6) . In addition, the parties also considered the transfer by Natixis to BPCE of all the shares held by Natixis in Natixis Immo Exploitation (NIE). This transfer is part of a project to create a shared service center (Workplace SSC) within BPCE S.A. bringing together all of the real estate-related expertise. It was achieved through a sale of 100% of the shares comprising the share capital of during the first quarter of 2022, at the same time as the transfer of the Workplace workforce.
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priority given to internal mobility; V the absence of forced departures; V
support for external departure projects on a strictly voluntary basis. V In connection with this program, Natixis has set aside a provision for restructuring which includes expenses directly related to the restructuring and essentially representing an estimate of social and support costs, for €14.8 million.
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NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2021
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