NATIXIS - Meeting notice combined general shareholder's meeting


Independent Director

In accordancewith the AFEP-Medef code and the internal regulations of the Board of Directors (available online on Natixis’, an independent director is a personwho has no ties with the Company, management or Group of a nature liable to compromise their freedomof judgment or create a conflict of interest with themanagement, Company or Group. Accordingly, an independent member of the Board of Directors may not: › in the last five years, be or have been: › an employee or executive corporate officer of the Company, › an employee, executive officer, executive corporate officer or director of a company consolidated under Natixis, › an employee, executive corporate officer or director of BPCE or of a company consolidated by BPCE; › be an executive corporate officer of a company in which the Company holds a directorship either directly or indirectly, or in which a designated employee of the Company or an executive corporate officer of the Company (currently or within the last five years) holds a directorship; › be a customer, supplier, investment or corporate banker: › that is material for the company or its Group, › or for which the Company or its Group represents a significant portion of such person’s business; › have close family ties with a director; › have been a Statutory Auditor of the Company within the last five years; › have been a member of the Company’s Board of Directors for more than 12 years. Independent director status is lost when 12 years is reached; › receive variable compensation in cash or in shares, or any performance-link compensation from the Company. Pursuant to Articles L. 225-38 et seq. of the French Commercial Code certain agreements are subject to prior authorization by the Board of Directors. The Statutory Auditors prepare a special report on these agreements which is presented to the General Shareholders’ Meeting for its approval (“Related party Agreements Procedure”). These agreements are those, either directly or through an intermediary, between the Company and the following persons: › its Chief Executive Officer; › one of its Deputy Chief Executive Officers; › one of its directors, one of its shareholders holding a fraction of the voting rights greater than 10% or, if it is a corporate shareholder, the Company that controls it in the meaning of Article L.233-3 of the French Commercial Code. The agreements in which any of the above-mentioned persons is indirectly involved are also subject to the Related parties Agreements Procedure. Finally, agreements between companies with common officers are also subject to the Related parties Agreements Procedure. The prior approval of the Board of Directors is reasoned by justifying the interest of the agreement for the Company, in particular by specifying the financial conditions attached. In return for the waiving of PSRs*, your Board of Directors may introduce a priority subscription right (with over-subscription privileges*, if applicable). When it has been established, this right allows shareholders, as is the case with PSRs*, to subscribe to the proposed issue proportionally to the number of old shares that they hold. However, unlike with PSRs*, this priority subscription right may only be exercised during a priority period, which is currently set at a minimum of three trading days shorter than the period set for PSRs*, and is non-negotiable. This priority period will not be applied to all issues: in the same way as for PSRs*, it could be preferable, even necessary, not to apply this priority period in order to issue common shares under the best conditions, for example, when speed is essential to the success of an issue or when an issue is made on foreign financial markets. PSR stands for “preferential subscription rights”. For a description of preferential subscription rights and a presentation of reasons for requesting that these preferential subscription rights are waived, see the paragraph entitled “Renewal of financial authorizations and delegations” General ceiling for capital increases carried out under resolutions twenty-seven to thirty-three, i.e. one and a half billion euros (€1.5 billion) Since April 1, 2009, the law allows for capital increases with waiving of preferential subscription rights, up to 20% of the share capital per year, through offers exclusively available to (i) individuals providing portfolio investment and management services on behalf of third parties, or (ii) qualified investors or a limited circle of investors, provided that such investors act for their own account. Their purpose is to optimize capital raising for the Company and benefit frommore favorable market conditions, because this financing method is both faster and simpler than capital increases offered to the public. Regulatory minimum issue price set on the issue date, which is currently: For shares: the average weighted market price during the three trading days on the NYSE Euronext Paris regulated exchange prior to the date on which the subscription price for the capital increase is determined, less 5%, where necessary, after any corrections to this average to take into consideration the difference in the effective date; For securities giving access to the share capital*: price set in such a way that, for all shares issued as securities giving access to the share capital*, the total amount received by the Company in exchange for these securities giving access to the share capital* is at least equal to the regulatory minimum price per share as determined in the preceding point (as it was on the date on which the securities giving access to the share capital* were issued). Your Board of Directors may, in certain cases, introduce over-subscription privileges for shareholders.If introduced, in the event that subscriptions to new shares (i.e. through the exercise of preferential subscription rights) are insufficient, unsubscribed shares would be allocated to shareholders who would have exercised over-subscription privileges to subscribe to shares in greater quantity than what they could have subscribed to using preferential subscription rights, in proportion to the rights they have and within the limit of their requests. Companies in which your Company owns, either directly or indirectly, more than 50% of the share capital

Related party agreement

Priority subscription right

Preferential subscription rights/ PSR


Overall Ceiling

Private placement

Legal Minimum Price

Over-subscription (privileges)



Made with FlippingBook - Online Brochure Maker