Paris, April 04, 2013
Share capital increase reserved for employees under the Natixis employee savings plans
----
Information document in accordance with articles 212-4 5° and 212-5 6° of the general regulations of the Autorité des Marchés Financiers (French Financial Market Authority or AMF), article 14 and Appendix IV of the AMF Instruction n°2005-11 of December 13, 2005
Code ISIN : FR0000120685
----
FRAMEWORK OF THE OFFER
Natixis S.A. (the Company) is launching "Mauve 2013" - a share capital increase reserved for employees under the Natixis employee savings plans (the Offer).
Authorisation of the Offer
The combined shareholders' meeting of May 26, 2011, in its twentieth resolution, delegated authority to the board of directors of the Company to increase the share capital of the Company in one or several instalments, to a maximum nominal amount of forty-eight (48) million Euros by the issue of shares or other share-related securities, reserved for employees of French and foreign companies, within the scope of the Company's consolidated or combined financial statements pursuant to article L.3344-1 of the French Labour Code, which are members of a company or group employee savings plan.
Duration of the authorisation granted by the combined shareholders' meeting
The authorisation lasts for twenty-six months starting from the date of the combined shareholders' meeting on May 26, 2011.
Maximum number of shares that can be issued
A maximum number of 30,000,000 ordinary shares of the Company (the Shares), representing a nominal value of 48,000,000 Euros, can be issued under the Offer.
Decisions to launch the Offer
The Company's board of directors, as authorised, decided on February 17, 2013 to proceed with a share capital increase reserved for employees up to the maximum amount authorised by the combined shareholders' meeting.
DESCRIPTION OF THE OFFER
Reasons for the Offer
The purpose of the Offer is to give Natixis' employees the opportunity to participate in Natixis' development and results by investing in Shares through a company mutual fund (Fonds Commun de Placement d'Entreprise or FCPE) under the conditions set out below.
Beneficiaries of the Offer
The scope of the Offer extends to the companies within Natixis Integrated, i.e. Natixis S.A. and its subsidiaries of the following businesses: Wholesale Banking, Investment Solutions and Specialised Financial Services (excluding financial participations, like Coface and its subsidiaries), which are members of the Natixis employee savings plan (PES) or the Natixis international employee savings plan (PESI). The members of the PES have their registered office or establishment in France and the members of the PESI have their registered office or establishment in Hong Kong, Luxembourg and the United Kingdom.
The beneficiaries of the Offer are (i) employees who have, on June 30, 2013, an employment contract with a company member of the PES or PESI and a minimum three-month service with the Natixis Group on that date and (ii) retired employees and employees on early retirement, having assets in the PES (the Beneficiaries).
Investment formulas
The Beneficiaries can subscribe for shares through two FCPEs under two proposed investment formulae: a classic formula and a guaranteed formula. Under the classic formula, the Beneficiaries who hold units in the classic FCPE will be exposed to the Natixis share price fluctuations. Under the guaranteed formula, the Beneficiaries who hold units in the guaranteed FCPE will receive, at maturity or in case of an early release, at least the amount of their initial investment, plus a percentage on the potential performance of the Natixis share.
The features of the two formulas are detailed in the information brochure, the reservation form and the key investor information documents (KIID) provided to the Beneficiaries of the Offer.
Overall and individual limits
The Offer is subject to the overall limit authorised by the combined shareholders' meeting of May 26, 2011, i.e. a nominal value of 48,000,000 Euros. If the subscription commitments of the Beneficiaries exceed this overall limit, they will be reduced by scaling back the highest reservations to comply with the overall limit.
The information brochure and the reservation form indicate the minimum and maximum amounts that each Beneficiary is allowed to invest in the Offer. In any case, he/she cannot invest, in accordance with the PES and PESI rules as well as article L.3332-10 of the French Labour Code, more than a quarter of his/her gross annual remuneration received in 2012.
Methods to determine the subscription price
The amount required to subscribe for a Share (the Subscription Price) through the FCPE will be equal to the average opening Natixis share price on NYSE Euronext Paris during the twenty (20) trading days preceding the date the Chief Executive Officer sets the subscription period, acting under the delegated authority of the board of directors, minus a 20% discount and rounded up to the nearest cent.
Subscription period
The reservation period to participate in the Offer will be open from April 25, 2013 to May 16, 2013 inclusive (the Reservation Period). The Subscription Price will be unknown during the Reservation Period.
The Subscription Price is anticipated to be set on June 25, 2013. The Subscription Price will be communicated to the Beneficiaries as soon as possible after the Subscription Price has been set.
Once the Beneficiaries have been made aware of the Subscription Price, the Beneficiaries will be allowed to revoke their whole reservation during the subscription-revocation period (currently scheduled from June 26 to June 30, 2013 inclusive). Provided no revocation form from the Beneficiaries is received by the Company by June 30, 2013 at 11h59 pm (Paris time zone) at the latest, the reservation will become a definite and irrevocable subscription to the Offer.
The share capital increase is scheduled to take place on July 25, 2013.
The dates are indicative and will be fixed by the Chief Executive Officer, acting under the delegated authority of the board of directors.
Lock-in period
The units of the FCPEs invested in Shares, held by the Beneficiaries, will be subject to a lock-in period until May 2nd 2018, except in case of an early release authorised by the law pursuant to article R.3324-22 of the French Labour code.
CHARACTERISTICS OF THE SHARES
Admission to trading on a regulated market
Admission of newly issued Shares on the Eurolist market ("Compartment A") of NYSE Euronext Paris will be requested from their issuance scheduled on July 25, 2013.
From the admission to trading on this market, the Shares will rank equally to the existing shares of the Company already admitted on this market and will be traded on the same line under the ISIN code: FR0000120685.
Nature, class of the Shares and rights attaching to the Shares
The newly issued Shares will be the Company's ordinary shares, and shall rank equally in all respects with existing shares in issue (i.e. will be fully fungible with existing ones). They will carry rights to dividends from January 1st 2013 and will be entitled to dividends distributed for the financial year ending December 31, 2013.
The voting rights attached to the Shares will be exercised by the supervisory boards of the FCPEs.
Other rights attached to the Shares are detailed in the Company's Articles of Association.
TOTAL AMOUNT OF THE OFFER
The maximum amount of the share capital increase will be the number of Shares subscribed for by employees through the FCPEs under the Offer, multiplied by the Subscription Price.
HEDGING OPERATION
The mechanism of the guaranteed formula requires some hedging transactions to be performed starting from the date of this document and continuing throughout the Offer period.
THE INTERNATIONAL OFFER
The share capital increase carried out under the Mauve 2013 Offer is a private offer reserved for Natixis employees. This document does not constitute an offer to sell or a form of solicitation for the subscription of transferable securities.
Shares available for subscription through the FCPE under the Offer are not the subject of any recommendation from the governmental market authorities or regulatory authorities. No advice or recommendation of investment is provided by the Company or by a local employer. The investment decision is a personal one made by each Beneficiary, taking into account his/her financial resources, investment objectives, personal tax situation, other investment alternatives and the fact that the value of a listed share may fluctuate. Beneficiaries are invited to consider their investment portfolio's diversification to ensure that the risk is not excessively concentrated into a single investment.
The Company does not undertake to release or revise the forward-looking statements contained in this document or inform Beneficiaries about any changes in the conditions or circumstances related to the information provided in this document.
EMPLOYEES CONTACT
For any further information on the Company or the Offer, employees are invited to consult the dedicated section on the Company's intranet site, Intranatixis, from April 08, 2013.
