PRESS RELEASE RELATING TO THE CAPITAL INCREASE FOLLOWING THE
ORDINARY SHARE ALLOCATION TO THE MEMBERS OF THE SENIOR MANAGEMENT
COMMITTEE AND THE CHIEF EXECUTIVE OFFICER OF NATIXIS
Paris, July 28, 2020
PRESS RELEASE RELATING TO THE CAPITAL
INCREASE FOLLOWING THE ORDINARY SHARE ALLOCATION TO THE MEMBERS OF
THE SENIOR MANAGEMENT COMMITTEE AND THE CHIEF EXECUTIVE OFFICER OF
NATIXIS 2016 PROGRAM OF ALLOCATION OF FREE
PERFORMANCE SHARES
-----Press release published
pursuant to the provisions of Article 221-3 of the General
Regulations of the French Financial Market Authority (AMF -
Autorité des Marchés Financiers), pursuant to article 1 sections 4
i) and 5 h) of the European regulation (EU) n° 2017/1129 dated June
14, 2017
ISIN Code: FR0000120685
-----
FRAMEWORK OF THE OPERATION
Authorization of the operation
In its resolution Nineteen, the combined General Shareholders’
Meeting of May 24, 2016 authorized the Natixis Board of Directors
(hereinafter referred to as the “Company”) to
carry out, in one or several occasions the allocation of new or
existing shares of the Company, to the benefit of beneficiaries
belonging to the categories it will define among the staff members
of the Company or of companies or entities related to it, or of
corporate officers.
Duration of the authorization conferred
by the Shareholders’ Meeting 38 months starting from the
combined General Shareholders’ Meeting of May 24, 2016.
Maximum number of Natixis’ ordinary
shares that may be allocated The maximum number of shares
that may be allocated pursuant to resolution Nineteen of the
combined General Shareholders’ Meeting of May 24, 2016 may not
exceed 0.2% of the capital of the Company at the date of the
decision of their allocation by the Board of Directors, a
sub-ceiling of 0.03% of the share capital at the allocation date is
being provided for the allocations to executive officers.
Decisions of allocation The
Board of Directors of July 28, 2016 (i) decided to carry out the
allocation of a maximum number of 151,283 shares to the members of
the Company Senior Management Committee, including the Company
executive officer, pursuant to the provisions set in Articles
L.225-197-1, et seq. of the French Commercial Code, leading (if the
terms and conditions are met at the end of the vesting
period) to a capital increase by capitalization of reserves,
profits or issue premiums, at the end of the vesting period through
the issuing of the allocated shares, (ii) drew up the list of
beneficiaries, (iii) set the duration of the vesting and holding
periods and (iv) determined the 2016 Program of “Allocation of
Performance Free Shares” (hereinafter referred to as the
“2016 LTIP SMC Program”).
Terms and conditions of the
operation The Board of Directors decided the allocation of
the Company free shares to the members of the Senior Management
Committee and the executive officer of the Company (hereinafter
referred to as “Beneficiaries”).
The shares may only be delivered after the end
of the vesting period set in the 2016 LTIP SMC Program (hereinafter
referred to as a “Vesting Period”), provided that
the terms and conditions set by the 2016 LTIP SMC Program are
met.
Beneficiaries will become owners of the shares
at the end of the Vesting Period provided that they met the vesting
terms and conditions set by the 2016 LTIP SMC Program (hereinafter
referred to as the “Vesting”).
At the end of the Vesting Period, the shares
will be delivered to Beneficiaries, but they will be non-negotiable
and they will have to be held partially by the latter during a
period determined by the Board of Directors (hereinafter referred
to as the “Holding Period”).
Reasons for the allocation of free
shares The Board of Directors decided to allocate free
shares as part of the implementation within the Company of
long-term compensation plans in favour of the members of the
Natixis Senior Management Committee.
SPECIFICATIONS OF THE ALLOCATION
PROGRAM
Beneficiaries and number of shares
allocated by the Board of Directors The Board of Directors
of July 28, 2016 decided to allocate a total maximum number of
151,283 shares of the Company to the benefit of the members of the
Senior Management Committee and the executive officer of the
Company, in relation to the 2016 LTIP SMC Program.The free shares
allocated to Beneficiaries will be new shares.
Duration of the Vesting Period
Subject to the compliance with the share vesting terms hereinafter
briefly described, the allocated shares will be transferred in full
ownership to Beneficiaries at the end of the Vesting Period.
The Vesting Period runs from the date the shares
are allotted by the Board of Directors until July 27, 2020
included.
Pursuant to the terms of Article L.225-197-3 of
the French Commercial Code, the rights resulting from the
allocation are non-negotiable and non-transferable until the end of
the Vesting Period, subject to some exceptions as defined in the
2016 LTIP SMC Program.
Terms of Vesting
The transfer of ownership of these shares is
submitted to the compliance with some specific conditions,
including, in particular:
- a continued presence condition within the Company, any of its
affiliates or within the Groupe BPCE during the Vesting Period,
apart from some exceptions as set forth in the 2016 LTIP SMC
Program;
- to comply with some performance conditions as set in the 2016
LTIP SMC Program.
Duration of the Holding Period
The shares will be subject, partially, to a mandatory Holding
Period in the following conditions:
- 30% of the shares that will be delivered to the members of the
Senior Management Committee at the end of the Vesting Period will
be subject to a retention obligation until the termination of their
functions within the Company Senior Management Committee.
- 30% of the shares that will be delivered to the executive
officer at the end of the Vesting Period will be subject to a
retention obligation until the termination of its corporate mandate
or any other executive function within the Company.
Rights attached to shares At
the end of the Vesting Period, the shares delivered to each
Beneficiary shall entitle to the exercise of the same prerogative
powers as ordinary shares of the Company, including during the
Holding Period. They will be subject to all by law’s provisions and
all decisions of the Shareholders’ Meeting will be enforceable
against Beneficiaries.
Beneficiaries will be entitled to the right of
participating in Shareholders’ Meetings and of voting, to the
communication right and to the dividend right.
At the end of the Vesting Period (for some part
of the shares) and at the end of the Holding period (for the other
part of the shares), the Beneficiaries will have the right to sell
the shares. During the sale of these shares, the Beneficiaries will
have to comply with the compliance rules set forth within the
Company and with the restrictions under Article L.225-197-1 of the
French Commercial Code.
QUOTATION OF THE VESTED
SHARES
VestingIt has been decided this
July 28, 2020 that the shares to be definitively vested in relation
to the 2016 LTIP SCM Program would be new shares.
The final nominal amount of the share capital
increase of Natixis that occurred this July 28 2020, amounts to EUR
168,011.20 corresponding to the number of shares
vested by the Beneficiaries fulfilling the terms and
conditions set in the 2016 LTIP SMC Program
(i.e.105,007 shares definitely vested) multiplied
by the par value of one Natixis share (i.e. EUR 1.60).
The final list of Beneficiaries as well as the
final amount of the share capital increase and the number of issued
shares has been set this July 28, 2020.
Article 3 of the Company’s bylaws relating to
the capital will be consequently updated.
Admission request with Euronext
Paris The new Natixis shares issued as part of the 2016
LTIP SMC Program will be subject to the Euronext Paris trading
admission request starting from July 28, 2020.
Specific provision The
information contained in this document is delivered as information
and summarizes the terms of the 2016 LTIP SMC Program. In the event
of discrepancy between information in this document and in the 2016
LTIP SMC Program, the latter will prevail.
ContactInvestor Relations
Damien Souchet+33 1 58 55 41 10