NATIXIS Public limited company (société anonyme) with a share capital of €5,019,319,328 Registered office: 30 avenue Pierre Mendès France, 75013 Paris
542 044 524 Paris Trade Registry
UPDATE TO THE 2015 REGISTRATION DOCUMENT AND HALF-YEAR FINANCIAL REPORTUpdate of the 2015 Registration Document and annual financial report filed with the French Financial Markets Authority (Autorité des Marchés Financiers) on March 10, 2016 under number D.16-0127.
This update was filed with the French Financial Supervisory Authority on August 4, 2016 under number D.16-0127-A01.
The English version of this report is a free translation from the original which was prepared in French. All possible care has been taken to ensure that the translation is an accurate presentation of the original. However, the original language version of the document in French prevails over the translation.
This update of the 2015 Registration Document was filed with the French Financial Markets Authority on August 4, 2016, in accordance with Article 212-13 of the general regulations of the French Financial Markets Authority. It may be used in connection with a financial transaction only if accompanied by a transaction note approved by the Financial Markets Authority. The document has been prepared by the issuer and its signatories incur liability in this regard.
CONTENTS UPDATE BY CHAPTER OF THE 2015 REGISTRATION DOCUMENTI | PRESENTATION OF NATIXIS | p.3 |
1.1 | Press Releases subsequent to the submission of the registration document | p.3 |
1.2 | Results as at June 30, 2016 : Press release | p.6 |
1.3 | Results as at June 30, 2016 : Presentation | p.22 |
II | SECTION 2: CORPORATE GOVERNANCE | p.47 |
2.1 | Corporate governance | p.47 |
2.2 | Management and oversight of corporate governance | p.54 |
2.3 | Management and oversight of corporate governance | p.56 |
2.4 | Natixis Compensation Policy | p.59 |
III | SECTION 3: RISKS AND CAPITAL ADEQUACY | p.60 |
3.1 | Introduction | p.60 |
3.3 | Capital management and capital adequacy | p.60 |
3.4 | Credit and counterparty risks | p.68 |
3.6 | Market risks | p.78 |
3.8 | Liquidity risk and refinancing strategy | p.82 |
3.9 | Legal risks | p.85 |
3.10 | Other risks | p.85 |
3.11 | Sensitive exposures in accordance with the recommendations of the FSF | p.90 |
IV | SECTION 4: OVERVIEW OF THE FISCAL YEAR | p.92 |
4.1 | Interim management report as of June 30, 2016 | p.92 |
4.2 | Refinancing | p.112 |
V | SECTION 5: FINANCIAL DATA | p.114 |
5.1 | Financial data (interim consolidated financial statements and notes) | p.114 |
5.2 | Statutory Auditors' report on 2015 interim financial information | p.178 |
VI | SECTION 7: LEGAL INFORMATION | p.180 |
7.1 | Natixis Bylaws | p.180 |
7.2 | General information on Natixis' capital | p.180 |
7.3 | Distribution of share capital and voting rights | p.180 |
VII | SECTION 8: ADDITIONAL INFORMATION | p.182 |
8.1 | Statement by the person responsible for the Registration Document Update | p.182 |
8.2 | Documents available to the public | p.182 |
8.3 | Cross-reference table of registration document | p.183 |
8.4 | Cross-reference table for the half-year financial report | p.186 |
8.5 | Persons responsible for auditing the financial statements | p.187 |
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Press Releases subsequent to the submission of the registration document
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Press release dated June 9, 2016
Natixis completes acquisition of a majority stake in Peter J. Solomon Company
Peter J. Solomon Company (PJSC) is a US investment banking advisory firm based in New York specialized in furnishing strategic independent advice to listed and unlisted companies on mergers, acquisitions, capital structure and restructuring transactions. It has a 50-strong team of bankers and has advised on over 500 transactions since its creation in 1989.
By acquiring 51% of PJSC, Natixis has achieved a significant milestone in its New Frontier plan which is predominantly focused on building up strategic dialogue with clients, increasing the international reach of its core businesses at a faster pace and developing asset-light activities.
With the transaction, Natixis is broadening its M&A activity in the US after the acquisitions of Leonardo
& Co. in France, which is now named Natixis Partners, and of 360 Corporate in Espagne, now named Natixis Partners España.
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Press release dated July 4, 2016 - COFACE
Noting a higher than expected increase in claims in emerging countries, Coface continues to adapt its risk management policy and foresees a net loss ratio of 63% to 66% for full year 2016
The Board of Directors of Coface SA met on 4 July 2016 and examined non-audited preliminary financial information. This information shows a net loss ratio of the order of 67% for the second quarter of 2016, reflecting:
the development of claims in emerging countries at a higher level than expected, affecting the level of claims of exporting companies located in mature markets;
an increased average cost of claim combined with longer collection times in these emerging regions.
Coface has decided to take into account this situation in its risk management and accounting reserving policies and foresees a net loss ratio of 63% to 66% for the full year compared with 52.5% in 2015.
Xavier Durand, CEO of Coface, said:
"We are faced with a greater than anticipated increase of risk in emerging countries. In this context, the Group has already taken strong measures to adjust its risk management policies in these regions and continues to strengthen its teams accordingly. This observation coincides with the work currently underway on the strategic plan which will aim to adapt the Group's growth strategy and cost structure to this more difficult environment. As already announced, the main themes of the plan will be communicated at the end of July. "
Financial statements for the first half of 2016 will be published on 27 July 2016.
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Press release dated July 26, 2016
Completion of the capital increase for Natixis employees participating in the "Mauve 2016" employee savings plans
For the fourth consecutive year, Natixis carried out an employee shareholding operation called "Mauve 2016" from April 8 to May 4, 2016 included.
The operation has been reserved for employees in 8 countries (France, Germany, Hong Kong, Italy, Luxembourg, Spain, United Arab Emirates and the United Kingdom).
"Mauve 2016" attracted close to 4,700 employees, i.e. a global subscription rate of 32.4%. The amount subscribed reached €26 million* and resulted in the issue of 7,989,447 new shares, for a price of
€3.276 per share.
The main features of Mauve 2016 were described in a press release dated March 10, 2016.
* Capital increase of €26,173,428.38 breaks down between €12,783,115.20 nominal amount and €13,390,313.18 issue premium.
- Press release dated July 28, 2016
On July 28, 2016, based on the positive opinion of the Compensation Committee, and as authorized by Natixis' General Shareholders' Meeting held on May 24, 2016 in its 19th resolution, Natixis' Board of Directors granted performance shares to the members of the Senior Management Committee, out of which 47 463 performance shares to the Chief Executive Officer.
The purpose of this allocation is to strengthen the alignment over time between shareholders' interests and those of senior management.
The shares will only be vested at the end of a four-year period and subject to performance and presence conditions. The performance conditions have been defined based on the relative performance (Total Shareholder Return) of Natixis' share against that of other banking institutions making up the Euro Stoxx Banks index.
Furthermore, 30% of the shares delivered to the Chief Executive Officer at the end of the Vesting Period will be subject to a lock-in period ending upon the termination of his office as Chief Executive Officer of Natixis.
In addition, and as authorized by Natixis' General Shareholders' Meeting held on May 24, 2016 in its 20th resolution, Natixis' Board of Directors granted free shares to certain categories of employees as a payment of the annual variable remuneration awarded for the 2015 financial year, out of which 86 265 shares to the Chief Executive Officer, whose 28 755 shares will only be vested in March 2018 and 57 510 shares in March 2019, and subject to a 6 month lock- in period as well as to performance and presence conditions. Furthermore, 30% of the shares delivered to the Chief Executive officer at the end of the vesting periods will be subject to a lock-in period ending upon the termination of his office as Chief Executive Officer of Natixis.
Natixis SA published this content on 22 August 2016 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 22 August 2016 08:59:03 UTC.
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