NATIXIS - Meeting notice combined general shareholder's meeting
REPORT OF THE BOARD OF DIRECTORS ON THE RESOLUTIONS SUBMITTED TO THE COMBINED GENERAL SHAREHOLDERS’ MEETING OF MAY 28, 2019
The purpose of this report is to present the draft resolutions submitted by your Board of Directors to your General Shareholders’ Meeting. You may refer to this 2018 registration document for the statement on the financial condition, activity and results of Natixis and its group during the past fiscal year and the various disclosures required by the legal and regulatory provisions in effect (also available on the Natixis website: www.natixis.com). Thirty-four resolutions will be submitted to the shareholders at the Combined General Shareholders’ Meeting to be held at 3 p.m. on May 28, 2019 at Palais Brongniart, 25 place de la Bourse – 75002 Paris. These resolutions are categorized into two groups: › the first twenty-four resolutions (resolutions one to twenty-four require the approval of the Ordinary General Shareholders’ Meeting: (i) approval of the financial statements and appropriation of earnings; (ii) approval of related-party agreements, (iii) approval of the items constituting the total pay and benefits of any kind granted to the Chairman of the Board and the Chief Executive Officer relating to the 2018 fiscal year, (iv) approval of the principles and criteria for determining, distributing and granting the fixed, variable and non-recurring items constituting the total pay and benefits of any kind of the Chairman of the Board and the Chief Executive Officer for 2019, (v) overall budget for compensation paid in fiscal year 2018 to the employees referred to in Article L.511-71 of the French Monetary and Financial Code, (vi) ratification of the co-opting of four (4) directors, (vii) reappointment of six (6) directors, (viii) appointment of one director, (ix) ratification of the appointment of a non-voting director (x) trading by the Company in its own shares; › the following ten resolutions (resolutions twenty-five to thirty- four) concern extraordinary business (i) the renewal of all financial authorizations and delegations which provide your Company with the necessary financial resources to develop and to implement its strategy, (ii) the powers to complete formalities related to this Combined General Shareholders’ Meeting. Resolutions requiring the approval of the Ordinary General Shareholders’ Meeting (resolutions one to twenty-four) Approval of the financial statements for fiscal year 2018 (resolutions one and two) In resolutions one and two, the General Shareholders’ Meeting is asked to approve the Natixis 2018 parent company and consolidated financial statements, respectively. Detailed comments on the parent company and consolidated financial statements are provided in the Natixis 2018 registration document.
Resolution one (Approval of the2018parentǡcompany financial statements) The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, having reviewed the report of the Statutory Auditors on the parent company financial statements for the fiscal year ended on December 31,ǡ2018, hereby approves said parent company financial statements as presented, including the balance sheet, income statement and notes to the financial statements, as well as the transactions reflected in these financial statements or summarized in these reports. Resolution two (Approval of the 2018 consolidated financial statements) The General Shareholders’ Meeting, deliberating in accordance with the quorum and majority requirements for ordinary business, having reviewed the report of the Statutory Auditors on the consolidated financial statements for the fiscal year ended on December 31,ǡ2018, hereby approves said consolidated financial statements as presented, including the balance sheet, income statement and notes to the financial statements, as well as the transactions reflected in these financial statements or summarized in these reports. Resolution three covers the appropriation of the corporate earnings of Natixis: payment of a dividend, paid in cash at €0.78 per share (€0.30 for the ordinary portion and €0.48 for the extraordinary portion). Natixis’ financial statements at December 31, 2018, showed positive net income of €1,834,308,793.77. After taking into account retained earnings of €1,625,059,649.69, and as the legal reserve exceeds 10% of the share capital, distributable earnings amounted to €3,459,368,443.46. Resolution three proposes (i) the payment to shareholders of a total dividend of €0.78 (78 euro cents) per share (of which €0.30 represents the ordinary dividend and €0.48 represents the special dividend), charged in full against distributable earnings for fiscal year 2018, and (ii) allocation of the remaining distributable earnings to “Retained earnings”. Based on the share capital at December 31, 2018 and assuming that on that date there are no treasury shares, and without taking account of any shares created after December 31, 2018, with immediate dividend rights, the dividend would be €2,457,225,101.76 (of which €945,086,577.60 in “ordinary” dividends and €1,512,138,524.16 in “special” dividends) charged against the distributable earnings and the balance, i.e. €1,002,143,341.70, would be allocated to “Retained earnings”. The ex-dividend date is May 31, 2019, with dividends payable as of JuneɄ4, 2019. For individual beneficiaries who are residents for tax purposes in France and hold shares outside a stock savings plan, these dividends are subject to income tax: › at a single flat-rate withholding tax (PFU tax) of 12.8%, the fiscal base of which is the gross amount of dividends (Article 200 A of the French General Tax Code); or Appropriation of 2018 earnings (resolution three)
NATIXIS 2019 MEETING NOTICE
Made with FlippingBook - Online Brochure Maker