NATIXIS // 2021 Universal Registration Document
8 LEGAL AND GENERAL INFORMATION
Statutory Auditors’ special report on related-party agreements
Agreements already approved by the General Shareholders’ Meeting Agreements approved in previous fiscal years that were still being executed in the past fiscal year In accordancewith Article R.225-30 of the French Commercial Code, we were notified that the following agreements, already approved by the General Shareholders’ Meeting in previous fiscal years, were still being executed in the past fiscal year.
Amendment to the Tranche 1 new business reinsurance treaty, b) entered into by BPCE Vie and CNP Assurances, in the presence of Natixis and pertaining to the quota share reinsurance of euro-denominated guarantees issued by BPCE Vie through BPCE Vie life insurance and accumulation contracts for retirement savings, distributedby entities within the Retirement Savings scope, except for the contracts identified in Article R.342-9 of the French Insurance Code (Code des assurances). These agreements were approved by the May 20, 2020 General Shareholders’ Meeting. Corporate officers concerned on the day of the transaction: Laurent Mignon, Chairman of the Management Board of BPCE and Chairman of the Board of Directors of Natixis; Catherine Halberstadt, a member of the Management Board of BPCE and permanent representative of BPCE at Natixis; Bernard Dupouy, a member of the Supervisory Board of BPCE and a member of the Board of Directors of Natixis; Thierry Cahn, Vice-Chairmanof the SupervisoryBoard of BPCE and a member of the Board of Directors of Natixis; and Françoise Lemalle, a member of the Supervisory Board of BPCE and a member of the Board of Directors of Natixis. Over the fiscal year, Natixis recognizeda financial impact (estimated surplus NBI of €17 million) related to the change in the co-insurance share of the collective ADE. No financial impact was recognized in 2021 in respect of the amendment to the Tranche 1 reinsurance agreement. Sale by Natixis of the Securities & 3. Guarantees (CECG), Leasing (Natixis Lease), Factoring (Natixis Factor), Consumer Finance (Natixis Financement) and Securities Services (EuroTitres Department) businesses of its Specialized Financial Services division to BPCE (“Project Smith”) On February 12, 2019, the Board of Directors approved the conditions of Project Smith and authorized the signature of the following agreements: the agreement relating to the sale by Natixis to BPCE of all a) shares held by Natixis in CECG, Natixis Lease, Natixis Factor and Natixis Financement (the “Disposal Agreement”); the agreement relating to the sale by Natixis to BPCE of the b) EuroTitres goodwill (the “EuroTitres Agreement”); The signing of the Disposal Agreement and the EuroTitres Agreement, which indicates a sale price of €2.7 billion, is in the interests of the Company, given Project Smith’s strategic benefit to Natixis and the fair price. Project Smith has enabled Natixis to improve its strategic growth capacity and achieve, ahead of schedule, its 2020 target CET1 ratio of 11%. It also provides the Company with more strategic flexibility so it can accelerate the implementation of its asset-light model while consolidating its distinctive, high added-value expertise, which is light on capital and low on cost of risk. These agreements were approved by the May 28, 2019 General Shareholders’ Meeting.
Partnership agreement between Natixis Investment Managers, Ostrum Asset Management, Topco, La Banque Postale Asset Management, in the presence of Natixis, BPCE and La Banque Postale. On June 23, 2020, the Board of Directors authorized the signature of a partnership agreement between Natixis Investment Managers, Ostrum Asset Management, Topco, La Banque Postale Asset Management (LBPAM), in the presence of Natixis, BPCE and La Banque Postale (LBP). The purpose of this agreement is to formalizea partnershipaimed at creating a leading European player in asset management by combining, within Ostrum Asset Management, the activities and expertise of euro rate and credit management, as well as the insurance management of Ostrum Asset Management and La Banque Postale Asset Management. The agreement aims to combine, within Ostrum Asset Management, the core euro rate management activities and expertise, as well as the insurance management of Ostrum Asset Management and LBPAM. This partnership agreement was signed on June 28, 2020 for a completion date no later than October 31, 2020, and was approved by the General Shareholders' Meeting of May 28, 2021. Corporate officers concerned on the day of the transaction: Laurent Mignon, Chairman of the Management Board of BPCE and Chairman of the Board of Directors of Natixis, CatherineHalberstadt,Member of the Management Board of BPCE and permanent representative of BPCE at Natixis, BPCE also being a director of Natixis Investment Managers and Ostrum Asset Management, Alain Condaminas, director of Natixis and director of Ostrum Asset Management, Christophe Pinault, director of Natixis and director of Natixis Investment Managers, François Riahi, Chief Executive Officer of Natixis and member of the Management Board of BPCE. This agreement had no financial impact in 2021. New partnership agreements entered 2. into by CNP Assurances, BPCE, Natixis S.A. and BPCE Vie At its meeting of December 19, 2019, the Board of Directors authorized the following partnership agreements between CNP Assurances, BPCE, Natixis S.A. and BPCE Vie: Agreementmodifying the new partnership agreements entered a) into by CNP Assurances, BPCE, Natixis and BPCE Vie: this agreement modifies the Memorandum of Understanding reached in 2015 and several of the new partnershipsenacted to implement it. This agreement, which entered into force on January 1, 2020, provides for the extension of the initial expiration date of the existing agreements until December 31, 2030 (currently December 31, 2022) with the possibility of renewing these agreements upon each expiration for successive three-year periods until 2052, and a change to the coinsurance breakdown for collective payment protection insurance, to be shared equally (50/50) between CNP Assurances and Groupe BPCE effective from January 1, 2020; 1.
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NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2021
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