NATIXIS // 2021 Universal Registration Document
LEGAL AND GENERAL INFORMATION Distribution and change in share capital and voting rights
Free shares in the holding period delivered during the fiscal year 2021 The information below details the free shares in the holding period following the definitive acquisition of the shares by the beneficiaries recorded during fiscal year 2021 by decision of the Chief Executive Officer.
employees of Natixis, with cancelation of their preferential subscription right under the Mauve employee shareholding plan, for the years 2013 to 2016 inclusive and again in 2018. In a resolution dated May 28, 2019, the Combined General Shareholders’ Meeting renewed the authorization granted to the Board of Directors to decide whether to increase share capital, in one or more stages, up to a maximumof fifty (50) million euros, through the issue of shares or securities giving access to share capital reserved for membersof employee savings plans. It also established that the delegation of authority to issue shares would remain valid for a period of 26 months from the date of said meeting. Natixis’ Board of Directors did not use this delegation of authority in 2021. As a result of the simplified public tender offer carried out by BPCE for all of the Natixis shares not held by BPCE, followed by the squeeze-out effective July 21, 2021 and the delisting of Natixis shares on the Euronext Paris regulated market on the same day, there are no longer any employee shareholding funds in the share capital of Natixis. Shareholder voting rights 8.3.8 None of theCompany’s shareholders holds different voting rights. In line with Article 25 of the Company’s bylaws, and as an exception to the grantingof double voting rights to any fully paid-up shares that can be proved to have been registered in the name of the same shareholder for at least two years, each member of the General Shareholders’ Meeting has a right to as many votes as they hold or are represented by shares. Share buyback program 8.3.9 Given the squeeze-out on July 21, 2021 carried out by BPCE on the Natixis shares not held by BPCE and the delisting of Natixis shares from the regulated market of Euronext Paris on the same day, the Natixis share buyback programended. As such, the liquidity contract was terminated on July 9, 2021, prior to the squeeze-out. As the allocation of treasury shares to the market making contract has now lost its purpose, the Board of Directors proposed, at its meeting of August 3, 2021, to reallocate these shares to a new objective: the coverageof free share plans granted to employeesand executive officers whose rights are currently being acquired. This new objective is in line with the objectives approved by the Natixis General Shareholders’ Meeting of May 28, 2021 and in the framework of the regulations applicable to the share buyback program in unlisted companies. The deliberationof the Board on the reallocation of treasury shares will be ratified by the Combined General Shareholders'Meeting of March 22, 2022 (eighth resolution, see section 8.5.2 of this document). At December 31, 2021, Natixis held 2,461,581 of its own shares, or 0.078% of its share capital. In accordance with the regulations in force, these shares have no dividend rights or voting rights. With regard to the buyback program implemented during the fiscal year 2021 and now inapplicable (as indicated above), (i) the description of the said programis provided in section 7.7 of the 2020 Universal Registration Document, and (ii) the information relating to its use (in 2021, until the squeeze-out) is provided in Section 8.3.1.2 of this Universal Registration Document.
By virtue of the authorization granted by the Combined General V Shareholders’ Meeting of May 24, 2016 in its 20th resolution, the Board of Directors decided at its April 13, 2018 meeting to award a total of 2,943,516 bonus shares to certain employees of Natixis and its subsidiaries, and to the corporate officer of Natixis in respect of the 2018 Plan. The vesting period for the last tranche of this award expired on March 1, 2020. By virtue of the authorization granted by the Combined General Shareholders’ Meeting of May 24, 2016 in its 20th resolution, the Board of Directors decided at its April 12, 2019 meeting to award a total of 2,600,406 bonus shares to certain employees of Natixis and its subsidiaries, and to the corporate officer of Natixis in respect of the 2019 Plan. The vesting period for the first tranche of this award also expired on March 1, 2021. As a result, by decision of March 1, 2021 , the Chief Executive Officer, by virtue of the powers granted to him by the Board of Directors, acknowledged the share capital increase by capitalizationof reserves in the amount of €2,258,320via the issue of 1,411,450 newshares with a par value of €1.60 each in respect of the 2018 Plan, and in the amount of €864,128 via the issue of 540,080 new shares with a par value of €1.60 each in respect of the 2019 Plan, thereby increasing the Company’s share capital from €5,049,522,403.20 to €5,052,644,851.20. By virtue of the authorization granted by the Combined General V Shareholders’ Meeting of May 24, 2016 in its 19th resolution, the Board of Directors decided at its May 23, 2017 meeting to award a total of 79,369 bonus shares under the 2017 Plan to the members of the Natixis Senior Management Committee. The vesting period for these shares expired on May 23, 2021. As a result, by decision of July 23, 2021 , the Chief Executive Officer, by virtue of the powers granted to him by the Board of Directors, acknowledged a capital increase by capitalization of reserves in the amount of €88,478.40 via the issue of 55,299 new shares with a par value of €1.60, thus bringing the Company’s share capital from €5,052,644,851.20 to €5,052,733,329.60. Mauve employee shareholding plan The Mauve plan is reserved for employees of companies included in the scope determined by the Board of Directors, which comprises Natixis S.A. and its subsidiariesand branches,who are enrolled in the Natixis Employee Savings Plan and in the Natixis International Employee Savings Plan. The scheme is also available to the retirees and pre-retirees of the companies included in this scope. Under the Mauve plan, beneficiariesare able to subscribe for Natixis shares (or for a similar alternative if they are international beneficiaries) on advantageous terms and with the benefit of employer-paid contributions in compliance with the provisions of existing plans within Natixis. Amounts invested in the Mauve plan arelocked up for a period of five years, barring cases of early release applicable to employee savings plans in France. This time period may be reduced outside of France based on local legislation and the alternative proposed. In order to align the interests of Natixis employees with the growth and earnings of Natixis over the long term, the Board of Directors of Natixis agreed to use the authorization granted by the General Shareholders’ Meeting to carry out a capital increase reserved for the
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NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2021
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