NATIXIS // 2021 Universal Registration Document

RISK FACTORS, RISK MANAGEMENT AND PILLAR III Risk factors

Risk factors 3.1

The main types of risk to which Natixis is exposed are presented below. They are the material risks identified to date which, by Natixis’ estimations, could adversely affect the viability of its activities, and are generally measured in terms of the impact these risks could have on Natixis’ capital adequacy ratios or net income. The risks to which Natixis is exposed may arise from several risk factors related to, among other things, macroeconomic and regulatory changes to its operating environment, or relating to implementing its strategy and conducting its business. Pursuant to Article 16 of Regulation (EU) 2017/1129, known as “Prospectus 3”, of June 14, 2017, whose provisions with respect to risk factors came into effect on July 21, 2019, the intrinsic risks of Natixis’ business are presented as five main categories: credit and counterparty risk; V financial risks; V non-financial risk; V strategic and business risk; V Risks related to Insurance activities; V risks related to the holding of securities issued by Natixis. V The presentation of the risk factors below is to be assessed based on the structure of Natixis on the filing date of the universal registration document. As a reminder, following the closing of the simplified public tender offer filed by BPCE for the shares of Natixis, open from June 4, 2021 to July 9, 2021 inclusive, on July 13, 2021, BPCE announced that it held 91.80% of the share capital and voting rights of Natixis. In accordance with the opinion of the French Financial Markets Authority, published the same day (D&I No. 221C1758 of July 13, 2021), on July 21, 2021, BPCE squeezed out all Natixis shares that had not been tendered to the public offer under the same financial conditions as the simplified public tender offer, i.e. €4 per Natixis share. As a result, due to the successful implementation of the squeeze-out, Natixis was delisted on July 21, 2021. This change is part of an ambitious industrial project for the development of Natixis’ business lines and the simplification of its functional channels that Groupe BPCE has studied and is likely to result in particular in: Transfer to BPCE of the Insurance and Payment business lines; V Grouping of the business lines serving Corporate & Investment V Banking and Asset & Wealth Management clients within a new division. This project is expected to be operational in the first quarter of 2022. It includes the following steps: i. the contribution by Natixis to a company wholly owned by BPCE of all the shares held by Natixis in Natixis Assurances; ii. the contributionby Natixis to a company wholly owned by BPCE of all the shares held by Natixis in Natixis Payment Solutions, Partecis and Natixis Payment Holding (NPH), Natixis subsidiaries that carry out the activities of Groupe BPCE’s Payments business line; iii. the distribution by Natixis to its shareholders of the shares of Holding Assurances and Holding Payments received as compensation, respectively, for the Assurances contribution and the Payment contribution; and

iv. the acquisition by BPCE of all of the shares received by the beneficiaries of free shares in Holding Assurances and Holding Payments 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 Holding Assurances and Holding Payments. The information-consultation process of the relevant employee representative bodies within Groupe BPCE was initiated on September 23, 2021 and was concluded on January 11, 2022 concerning the aforementioned transactions, after the terms of the related negotiation protocol had been approved by the Board of Directors on September 22, 2021. On February 10, 2022, the Board of Directors of Natixis also voted in favor of the contribution agreements relating to the contributions of the Insurance and Payments activities to the two aforementioned holding companies, as well as the draft resolutions submitted to it relating to the distribution of shares received in exchange to shareholders and the capital increase. The concentration of credit and counterparty risk may compound Natixis’ exposure Natixis is exposed to credit and counterparty risk through its financing, structuring, trading and settlement activities for financial instruments that are performed in large part by its Corporate & Investment Banking (CIB) division. Credit and counterparty risk is one of the major risks identified by Natixis and represented 73% of total RWA as at December 31, 2021. For information, at December 31, 2021, Natixis’ exposure to credit and counterparty risk (Exposure at Default excl. CVA) totaled €344.6 billion, split primarily between companies (32%), banks and similar bodies (37%), and sovereigns (22%). At 54%, exposure to credit and counterparty risk was concentrated in France, followed by the rest of Europe (EU and non-EU) at 18%, North America at 15% and Asia at 6%. Should one or more of its counterparties fail to honor their contractual obligations, Natixis could suffer varying degrees of financial loss dependingon the concentrationof its exposure to said counterparties. Moreover, if the ratings or default of counterparties belonging to a single group or single business sector were to deteriorate significantly, or if a country’s economic situation or financing with leverage were to weaken, Natixis’ credit risk exposure could worsen. Natixis’ ability to carry out its financing, structuring, trading and settlement transactions also depends, among other factors, on the stability and financial soundness of other financial institutions and market participants. This is because financial institutions are closely interconnected, due in large part to their trading, clearing and financing operations. A default by one participant in the financial industry market could have repercussions on other financial institutions, causing a chain of defaults by other participants in this market, and therefore lead tofinancial losses for Natixis. Credit and counterparty risks

3

99

www.natixis.com

NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2021

Made with FlippingBook Annual report maker