NATIXIS - Universal registration document and financial report 2019
8 GENERAL SHAREHOLDERS’ MEETINGS
Combined General Shareholders’ Meeting of May 20, 2020
including BNP Paribas, Credit Suisse Securities (Europe) Limited, V Deutsche Bank AG, London Branch, Morgan Stanley & Co. International plc (the “Joint Lead Managers and Joint Book-Runners” together with the Global Coordinators), as well as Banco Santander S.A., Crédit Agricole Corporate and Investment Bank, Commerzbank Aktiengesellschaft, ING Bank N.V. and Banca IMI S.p.A. (the “Co-Lead Managers”, and the “Underwriters”, together with the Joint Lead Managers and Joint Book-Runners). On June 25, 2014, the Board of Directors approved the draft agreement, authorized the signing of the underwriting agreement on this basis, and granted all powers to the Chief Executive Officer for the purpose of making any alterations to said draft that do not materially alter its content, and of signing the underwriting agreement in the name and on behalf of Natixis. Corporate officers concerned on the applicable date: François Pérol, Chairman of the BPCE Management Board and V Chairman of the Board of Directors of Natixis Laurent Mignon, Chief Executive Officer of Natixis and Chairman of V the Board of Directors of Coface BPCE, a Natixis and Coface director, as represented by Daniel V Karyotis, Chief Financial Officer and a member of the Management Board of BPCE, BPCE’s Permanent Representative on the Board of Directors of Natixis. This agreement had no financial impact in 2019. The “3a2” debt issuance program in the United States implemented by BPCE and the amendment to the agreement relating to the guarantee granted to BPCE bondholders by the Natixis New York Branch Office on April 9, 2013 On February 17, 2013, the Board of Directors approved the guarantee given to BPCE by the Natixis NY Branch Office. This guarantee was granted in Natixis’ corporate interest, in the event that BPCE re-lends all or part of the USD resources raised from Natixis. This agreement, signed on April 9, 2013, was approved by the May 21, 2013 General Shareholders’ Meeting. Moreover, on February 19, 2014, the Board of Directors authorized the amendment to this agreement, the purpose of which is to alter the sub-ceilings provided for in Article 4 of the agreement, namely: raising the total maximum nominal amount of the bonds that can be issued by BPCE under Program 3 (a)(2) each year from USD 4 billion to USD 6 billion, and raising the total maximum nominal amount of the proceeds from the bond issues under Program 3 (a)(2) that cannot be re-loaned to Natixis within 90 days of their settlement & delivery from USD 2 billion to USD 3 billion. Furthermore, BPCE may loan securities to Natixis for shorter maturities than those of the bonds, depending on Natixis’ needs. This amendment was approved at the Ordinary General Shareholders’ Meeting of May 20, 2014. Corporate officers concerned on the applicable date: François Pérol, Chairman of the BPCE Management Board and V Chairman of the Board of Directors of Natixis Stève Gentili, a member of the BPCE Supervisory Board and Natixis V director Didier Patault, a member of the BPCE Supervisory Board and Natixis V director Philippe Sueur, Vice-Chairman of the Steering and Supervisory V Board of Caisse d’Epargne Ile-de-France and Natixis director 8.
Thierry Cahn, a member of the BPCE Supervisory Board and Natixis V director Alain Condaminas, a member of the BPCE Supervisory Board and V Natixis director Catherine Halberstadt, a member of the BPCE Supervisory Board V and Natixis director Pierre Valentin, a member of the BPCE Supervisory Board and V Natixis director Stéphanie Paix, Chairwoman of the Management Board of V Caisse d’Epargne Rhône-Alpes and Natixis director BPCE, as represented by Daniel Karyotis, Chief Financial Officer and V a member of the Management Board of BPCE and BPCE’s Permanent Representative on the Board of Directors of Natixis. The income recognized by the Natixis New York branch in respect of this agreement amounted to USD 654,959.00 for the fiscal year ended December 31, 2019. to Natixis’ affiliation to BPCE On February 22, 2012, the Board of Directors authorized a new invoicing agreement pertaining to Natixis’ affiliation to BPCE, in replacement of the existing affiliation agreement. This new invoicing agreement is aimed at providing a better reflection of the proportion of BPCE’s governance functions that relate to affiliated entities. It provides for annual invoicing based on the actual cost of the tasks performed by BPCE. Term of the agreement: the agreement will enter into effect for the parties as long as Natixis is affiliated with BPCE, as defined by the provisions of Article L. 511-31 of the French Monetary and Financial Code. This agreement was approved by the May 29, 2012 General Shareholders’ Meeting. Corporate officers concerned on the applicable date: François Pérol, Chairman of the BPCE Management Board and V Chairman of the Board of Directors of Natixis Stève Gentili, a member of the BPCE Supervisory Board and Natixis V director Didier Patault, a member of the BPCE Supervisory Board and Natixis V director Bernard Jeannin, a member of the BPCE Supervisory Board and V Natixis director Olivier Klein, a member of the BPCE Management Board and Natixis V director Jean Criton, a member of the BPCE Supervisory Board and Natixis V director Philippe Queuille, a member of the BPCE Management Board and V Natixis director Philippe Sueur, Vice-Chairman of the Steering and Supervisory V Board of Caisse d’Epargne Ile-de-France and Natixis director BPCE, as represented by Nicolas Duhamel, Chief Financial Officer V and a member of the BPCE Management Board and BPCE’s permanent representative on the Natixis Board of Directors. The expenses recognized by Natixis in respect of this agreement amounted to €30,823,986.00 for the fiscal year ended December 31, 2019. Invoicing agreement pertaining 9.
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NATIXIS UNIVERSAL REGISTRATION DOCUMENT 2019
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