2015 Registration Document and Annual Financial Report · 2019-01-17 · NATIXIS Registration...

2015 Registration Document and Annual Financial Report

CORPORATE & INVESTMENT BANKING / INVESTMENT SOLUTIONS & INSURANCE / SPECIALIZED FINANCIAL SERVICES

Contents

PRESENTATION OF NATIXIS 31.1 Presentation of Natixis 4

1.2 History and links with BPCE 6

1.3 2015 Key fi gures 8

1.4 Natixis’ business lines 10

1.5 Natixis and its shareholders 26

CORPORATE GOVERNANCE 312.1 Corporate Gouvernance 32

2.2 Additional information on the corporate offi cers’ positions 34

2.3 Management and oversight of corporate governance 60

2.4 Natixis Compensation Policy 78

2.5 Report of the Chairman of the Board of Directors on internal control and risk management procedures 93

2.6 Statutory Auditors’ report on the report of the Chairman of the Board of Directors 105

RISKS AND CAPITAL ADEQUACY 1073.1 Introduction 108

3.2 Governance and risk management system 114

3.3 Capital management and capital adequacy 117

3.4 Credit and counterparty risks (including country risk) 133

3.5 Securitization 155

3.6 Market risks 159

3.7 Operational risks 165

3.8 Overall interest rate, liquidity, structural foreign exchange risks 170

3.9 Compliance and reputational risk, legal risks 178

3.10 Other risks 183

3.11 Sensitive exposures 187

OVERVIEW OF THE FISCAL YEAR 1894.1 Management report at December 31, 2015 190

4.2 Refi nancing 201

4.3 Post-closing events 202

4.4 Information concerning Natixis S.A. 203

FINANCIAL DATA 2055.1 Consolidated fi nancial statements and notes 206

5.2 Statutory Auditors’ report on the consolidated fi nancial statements 336

5.3 Parent company fi nancial statements and notes 338

5.4 Statutory Auditors’ report on the parent company fi nancial statements 373

CORPORATE SOCIAL RESPONSIBILITY 3756.1 Strategic outlines and organization

of the sustainable development policy 376

6.2 Reporting frameworks and methodology 390

6.3 Labor information 393

6.4 Environmental information 401

6.5 Social information 406

6.6 Social and environmental information for international operations 408

6.7 Report of one of the Statutory Auditors , appointed as independent third-party bodies, on the consolidated social, environmental and societal information provided in the management report 414

LEGAL INFORMATION 4177.1 Natixis bylaws 418

7.2 General information on Natixis’ capital 424

7.3 Distribution of share capital and voting rights 429

7.4 Information from Article L.225-100-3 of the French Commercial Code 431

7.5 Draft resolutions of the Combined General Shareholders’ Meeting of May 24, 2016 432

7.6 Statutory Auditors’ special report on related-party agreements and commitments 444

ADDITIONAL INFORMATION 4538.1 Statement by the Person responsible

for the registration document 454

8.2 Documents available to the public 455

8.3 Cross-reference table of registration document 456

8.4 Cross-reference table for the annual fi nancial report 458

8.5 Cross-reference table for the management report 459

8.6 Cross-reference table of CRR articles and Pillar III report tables 460

8.7 Index of Pillar III report tables 463

8.8 EDTF recommendation cross-reference table 464

8.9 Cross-reference table of Social and Environmental information 465

8.10 Glossary 467

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1NATIXIS Registration Document 2015

This registration document was fi led with the French Financial Markets Authority on March 10, 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 fi nancial transaction only if accompanied by a transaction note approved by the French Financial Markets Authority.

The document has been prepared by the issuer and its signatories incur liability in this regard. This registration document includes all components of the annual fi nancial report mentioned in section I of Article L.451-1-2 of the French Monetary and Financial Code and Article 222-3 of the general regulations of the French Financial Markets Authority. A cross-reference table showing documents referred to in Article 222-3 of the general regulations of the French Financial Markets Authority and the corresponding sections of this registration document appear on page 456 .

The English language 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.

Copies of the present registration document are available free of charge from Natixis, Immeuble Arc de Seine, 30, avenue Pierre Mendès France, 75013 Paris, France.

and Annual Financial Report

Registration Document 2015

2 NATIXIS Registration Document 2015


1.1 PRESENTATION OF NATIXIS 4

1.2 HISTORY AND LINKS WITH BPCE 61.2.1 History 61.2.2 Financial solidarity mechanism 61.2.3 BPCE organization chart 7

1.3 2015 KEY FIGURES 81.3.1 Income statement 81.3.2 Financial structure 81.3.3 Net revenues by business 81.3.4 Pre-tax profi t by business 91.3.5 Long and short-term ratings

(as of end-February 2016) 91.3.6 2016 Investor relations calendar 91.3.7 Contacts 9

1.4 NATIXIS’ BUSINESS LINES 101.4.1 Investment Solutions & Insurance 101.4.2 Corporate & investment banking 151.4.3 Specialized fi nancial services 211.4.4 Financial investments 24

1.5 NATIXIS AND ITS SHAREHOLDERS 261.5.1 Key share data at December 31, 2015 261.5.2 Breakdown of share capital

at December 31, 2015 261.5.3 Shareholder scorecard 261.5.4 Share price information 271.5.5 Natixis and its individual shareholders 281.5.6 Investors relations 29

1PRESENTATION OF NATIXIS


1 Presentation of NatixisPRESENTATION OF NATIXIS

(1) Market shares : 22,4% in customer savings deposits, and 20,7% in customer loans (Source : Banque de France Q3 2015).

COVERAGE & ADVISORY Coverage

Mergers & Acquisitions

Equity Capital Markets

Capital & Rating Advisory

Vanilla Finance

STRUCTURED FINANCING Aviation, Export &

Infrastructure Finance

Global Energy & Commodities Finance

Acquisition & Strategic Finance

Real Estate Finance

CAPITAL MARKETS Cash & Derivatives Equity

Markets

Equity Linked Finance

Fixed Income, Credit, Forex, Commodities & Treasury Markets

Cross-Expertise Research (Equity, Credit, Economic) & Quantitative Research

GLOBAL TRANSACTION BANKING Trade fi nance Liquidity management Cash Management Correspondent Banking

INTERNATIONAL PLATFORMS Americas Platform

Asia-Pacifi c Platform

EMEA Platform

CORPORATE & INVESTMENT BANKINGINVESTMENT SOLUTIONS & INSURANCE

INVESTMENT SOLUTIONS

ASSET MANAGEMENTNatixis Global Asset Management20 asset management companies (Natixis Asset Management, Loomis-Sayles, Harris Associates, Harris associates, AEW…) applying multiple investment approachs :

“Multi-boutique” structure with around twenty management companies with multiple investment approaches

Global distribution platform covering Europe, the US, Asia and the Middle East

PRIVATE BANKINGBanque Privée 1818 Natixis Private Banking Luxembourg and Belgium

Financial Investment Management Wealth management

advisory Corporate Advisory Life Insurance under

French and Luxembourg law Loans Diversifi cation Real-Estate investments

INSURANCE Life insurances Individual life insurance,

savings, transfer of assets, retirement, death insurance, long-term care insurance and borrower’s insuranceNon-life insurances Car insurance, home

insurance, home and leisure accidents insurance, health insurance, legal protection insurance and means of payment insurance

Natixis is the international corporate, investment, insurance and fi nancial services arm of Groupe BPCE, the 2nd largest banking group in France(1) with 35 million customers spread over two networks, Banque Populaire and Caisse d’Epargne. Natixis is listed on the Paris stock exchange.

With over 16,000 employees, Natixis boasts a number of areas of recognized expertise which are divided into in three main business lines: Investment Solutions & Insurance (Asset Management, Private Banking, Insurance), Corporate & Investment Banking and Specialized Financial Services.

Natixis has a long-lasting commitment to its clients – corporates, fi nancial institutions and institutional investors –, and to the customers of Groupe BPCE’s two banking networks, i.e. personal banking, professional, and small and medium-size enterprises.

Natixis has adopted a sustainable development policy that aims to reduce its carbon footprint and actively participate in social progress, both in its business activities and the running of its operations. This policy is based on a number of international commitments, including:

V a commitment to the United Nations Global Compact since 2007;

V adherence to the Principles for Responsible Investment (PRI) since 2008;

V signature of the Equator Principles in 2010.

NEW YORK

MONTREAL

HOUSTON

MEXICO CITY

LIMA

BOGOTA

BUENOS AIRES MONTEVIDEO

TORONTO BOSTON

CHICAGO

CINCINNATI

SAN FRANCISCO

LOS ANGELES

MARTINIQUE

GUADELOUPE

FRENCH GUIANA

SÃO PAULO

SPECIALIZED FINANCIAL SERVICES

CORPORATE & INVESTMENT BANKING

INVESTMENT SOLUTIONS & INSURANCE

AMERICAS 2,600employees

1.1 Presentation of Natixis



1

Presentation of Natixis

SPECIALIZED FINANCING

FACTORINGNatixis Factor

Management and optimization of customer receivables

Factoring and fi nancing

Business information and collection

SURETIES AND FINANCIAL GUARANTEES Compagnie Européennede Garanties et Cautions

Design and development of multiple market surety and fi nancial guarantee services

LEASINGNatixis Lease

Equipment and real estate lease fi nancing (equipment

leasing, real estate leasing, operations leasing, leasing with option to buy, IT operational leasing, Sofergie loans and long-term leasing)

CONSUMER FINANCENatixis Financement

Redeemable loans

Personal loan management

FILM INDUSTRY FINANCINGNatixis Cofi ciné

Cash fl ow or structured loans

Medium-term or corporate loans

FINANCIAL SERVICES

EMPLOYEE SAVINGS SCHEMENatixis Interépargne Natixis Intertitres

Employee savings plans

Pension plans

Collective non-life and provident insurance

Employee share ownership

Prepaid vouchers

PAYMENTSNatixis Payment Solutions

Payment management for every type of transaction and exchange system

SECURITIES SERVICESEuroTitres Department

Retail and private banking custody with back offi ce functions

SPECIALIZED FINANCIAL SERVICES FINANCIAL INVESTMENTS

Coface Credit insurance Factoring

(Germany, Poland)

Corporate Data Solutions

Natixis Private Equity

Natixis Algérie

DUBAI

BEIRUT

MUMBAI

ALMATYBEIJING

SHANGHAI

SEOUL

TOKYO

TAIPEI

HONG KONG

BANGKOK

KUALA LUMPUR

SINGAPORE

LABUAN

JAKARTA

SYDNEY

NOUMEA LA RÉUNION

TAHITI

Headcount – end of December 2015 (Excluding financial investments)

PARIS

LONDON

MADRID

FRANKFURT

MILANO

ISTANBUL

MOSCOW

STOCKHOLM

AMSTERDAM

LUXEMBOURGBRUSSELS

GENEVA

WARSAW

PRAGUE

BUCHAREST

EMEA* 13,600 employees

ASIAPACIFIC 600employees

DÜSSELDORF

36countries

16,000employees

+

* Europe, Middle East, Africa


1 PRESENTATION OF NATIXISHistory and links with BPCE1.2 History and links with BPCE

1.2.1 HISTORY

Natixis was formed in 2006 through the combination of Natexis Banques Populaires and various subsidiaries of the Groupe Caisse d’Epargne, notably Ixis Corporate & Investment Bank (Ixis CIB) and Ixis Asset Management (Ixis AM):

V Natexis Banques Populaires itself was created from the contribution in July 1999 of the operating activities of the Caisse Centrale des Banques Populaires, founded in 1921, to Natexis S.A., a holding company that was formed from Crédit National, founded in 1919 and which had acquired a 100% stake in Banque Française du Commerce Extérieur, founded in 1946. At December 31, 2000, Groupe Banque Populaire held 79.23% of Natexis Banques Populaires following a capital increase largely taken up by retail investors;

V Ixis CIB and Ixis AM were originally part of CDC Ixis, itself part of the Caisse des Dépôts. The Ixis CIB and Ixis AM businesses were then contributed to the Caisse Nationale des Caisses d’Epargne (CNCE) as part of the transformation of the Groupe Caisse d’Epargne into a major full-service banking group at the end of 2004.

Natixis was formed by the completion of the following contributions:

V CNCE’s contribution to Natexis Banques Populaires of certain subsidiaries and shareholdings in corporate, investment and service banking businesses, as well as a share of the cooperative investment certificates (CCI) issued since 2004 by each Caisse d’Epargne et de Prévoyance; and

V the contribution to Natexis Banques Populaires by SNC Champion, a vehicle set up by the Banque Fédérale des Banques Populaires (BFBP) and the Banques Populaires, of the rest of the Caisses d’Epargne CCIs not contributed by CNCE and which had previously been acquired by SNC Champion from CNCE. In addition, CNCE and SNC Champion contributed stakes in Ixis CIB and Ixis AM that they had previously acquired from Sanpaolo IMI.

As a result of these contributions, CNCE and BFBP (directly and indirectly through SNC Champion) each had a 45.52% shareholding in Natexis Banques Populaires, whose name was changed to Natixis.

Alongside these contributions, each Banque Populaire issued CCIs representing 20% of their capital in favor of Natexis Banques Populaires, which has since become Natixis.

Between November 18, 2006 and December 5, 2006, CNCE and BFBP (through SNC Champion) sold some of their Natixis shares on the market via a Retail Public Offering in France for retail investors and a Global Offering for institutional investors both in and outside France. Once this transaction was completed, CNCE and BFBP each held a 34.44% stake in Natixis.

On February 26, 2009, the BFBP Board of Directors and the CNCE Supervisory Board approved the terms and conditions of the merger of their two central institutions, leading to the creation of the number two banking group in France.

V The underlying principles of BPCE, the central institution of Groupe BPCE created by Law No. 2009-715 of June 18, 2009,

were approved on June 24, 2009 by the BFBP Board of Directors and the CNCE Supervisory Board. The last step in the formation of Groupe BPCE was completed on July 31, 2009 with the votes at the General Shareholders’ Meetings of BFBP, CNCE and BPCE.

V With the formation of Groupe BPCE, BPCE took the place of CNCE and BFBP, becoming the majority shareholder of Natixis.

V Natixis has been affiliated with BPCE since July 31, 2009 (not inclusive), replacing the dual affiliation of Natixis with CNCE and BFBP.

On August 6, 2013 Natixis sold all of the cooperative investment certifi cates (CCIs) that it held internally to the Banque Populaire banks and Caisses d’Epargne. This transaction was part of a move to simplify Natixis’ structure.

Groupe BPCE is the No. 2 banking group in France through its two fl agship brands: Banque Populaire and Caisse d’Epargne. Groupe BPCE and its 108,000 employees serve 35 million customers, of whom 8.9 million are cooperative shareholders. Groupe BPCE develops a broad range of banking and fi nancial services for a wide variety of customers.

With the 18 Banque Populaire banks, 17 Caisses d’Epargne, Natixis, Crédit Foncier, Banque Palatine and BPCE International et Outre-mer, Groupe BPCE offers its customers a broad range of products and services, including solutions for savings, investment, cash management, fi nancing and insurance.

Groupe BPCE provides a guarantee and solidarity system covering all banks affi liated with it.

1.2.2 FINANCIAL SOLIDARITY MECHANISM

Pursuant to Article L.511-31 of the French Monetary and Financial Code (Code monétaire et fi nancier), BPCE shall, as the central institution, take any measures necessary to guarantee the liquidity and solvency of Groupe BPCE. Natixis, in its capacity as an institution affi liated with BPCE, is covered by the Groupe BPCE fi nancial solidarity mechanism. Thus, in the event Natixis encounters fi nancial diffi culty, (i) BPCE would fi rstly provide support using its own regulatory capital in accordance with its duty as a shareholder; (ii) should this prove insuffi cient, it would use the mutual guarantee fund created by BPCE, totaling €362.6 million in December 31, 2015 in assets provided jointly by both the Banques Populaires and Caisses d’Epargne networks, and which is increased through an annual contribution (subject to the amounts which would be used in the event of a call for funds); (iii) if BPCE’s regulatory capital and this mutual guarantee fund should prove insuffi cient, BPCE would call on (in equal proportions) both the Banques Populaires and Caisses d’Epargne networks’ own guarantee funds of €900 million in total and, fi nally (iv) if calls on BPCE’s regulatory capital and these three guarantee funds should prove insuffi cient, additional sums would be requested from all Banques Populaires and Caisses d’Epargne.

It should be pointed out that the guarantee funds referred to above consist of a Groupe BPCE internal guarantee mechanism activated at the initiative of the BPCE Executive Board or the French banking regulator, which may request that it be used if deemed necessary.



1

History and links with BPCE

1.2.3 BPCE ORGANIZATION CHART

At December 31, 2015, BPCE held 71.20% of the share capital of Natixis (71.25% of voting rights) (see section 1.2.2 Financial solidarity mechanism). The structure of Groupe BPCE at December 31, 2014 was as follows:

Groupe BPCE

50% 50%

100% (1)

28.75%

71.25%

100%

Banques Populaires Caisses d'Epargne

BPCEcentral institution

NATIXIS

Free float

8.9 million cooperative shareholders


1 PRESENTATION OF NATIXIS2015 Key fi gures1.3 2015 Key figures

1.3.1 INCOME STATEMENT

(in millions of euros) 2015 2014 **

Net revenues * 8,565 7,743

Gross operating income * 2,653 2,348

Net income (group share) * 1,344 1,275

Net income from GAPC and exceptional items *** 0 (139)

NET INCOME (GROUP SHARE) 1,344 1,136

* Excluding exceptional items, see section 4.1.1 “Methodology” and Appendix to 4.1.3 “Consolidated results”.** Pro forma data, see section 4.1.1 “Methodology” for exceptional items and Appendix to 4.1.3 “Consolidated results”.*** See section 4.1.1 “Methodology” for exceptional items and Appendix to 4.1.3 “Consolidated results”.

1.3.2 FINANCIAL STRUCTURE

12.31.2015 12.31.2014

Basel 3 CET1 ratio * 11.2% 10.6% **

Basel 3 risk-weighted assets * (in billions of euros) 113.3 115.2

TOTAL ASSETS (in billions of euros) 500.3 590.4

BOOK VALUE PER SHARE (in euros) *** 5.31 5.27

* Based on CRR-CRD4 rules as reported on June 26, 2013, including treatment of insurance company securities under Danish compromise – without phase-in except for DTAs on tax-loss carryforwards.

** Post DNCA acquisition impact.*** After paying out the proposed dividend for the fi scal years in question.

1.3.3 NET REVENUES BY BUSINESS *


Investment Solutions 3,515 2,822

Wholesale Banking 3,056 2,922

Specialized Financial Services 1,308 1,266

Financial investments 828 841

* Excluding exceptional items, see section 4.1.1 “Methodology” and Appendix to 4.1.3 “Consolidated results”.** Pro forma data, see section 4.1.1 “Methodology” for exceptional items and Appendix to 4.1.3 “Consolidated results”.



1

2015 Key fi gures

1.3.4 PRE-TAX PROFIT BY BUSINESS *


Investment Solutions 1,157 820

Wholesale Banking 1,023 1,043

Specialized Financial Services 401 374

Financial investments 127 140

* Excluding exceptional items, see section 4.1.1 “Methodology” and Appendix to 4.1.3 “Consolidated results”.** Pro forma data, see section 4.1.1 “Methodology” for exceptional items and Appendix to 4.1.3 “Consolidated results”.

1.3.5 LONG AND SHORT-TERM RATINGS (AS OF END-FEBRUARY 2016)

Ratings Agency Long-term Short-term

Standard & Poor’s A (stable) A-1

Moody’s A2 (stable) P-1

Fitch Ratings A (stable) F1

1.3.6 2016 INVESTOR RELATIONS CALENDAR

May 10, 2016Before market opening (subject to modifi cation) 2016 First Quarter Results

May 24, 2016General Shareholders’ Meeting

(approving the 2015 fi nancial statements)

July 28, 2016After market close (subject to modifi cation) 2016 Second Quarter Results

November 8, 2016After market close (subject to modifi cation) 2016 Third Quarter Results

1.3.7 CONTACTS

See Investor Relations section at www.natixis.com

Investor Relations Department

Telephone: +33(0)1 58 32 06 94

Institutional Investors team

Telephone: +33(0)1 58 32 06 94

E-mail: [email protected]

Individual Shareholders team

Telephone: +33(0)800 41 41 41 (French toll-free number)

E-mail: [email protected]


1 PRESENTATION OF NATIXISNatixis’ business lines1.4 Natixis’ business lines

1.4.1 INVESTMENT SOLUTIONS & INSURANCE

The Natixis Investment Solutions & Insurance business line covers asset management, insurance and private banking. This business line comprises two divisions: Asset Management and Private Banking, and Insurance. In 2014, the purchase of BPCE Assurances by Natixis together with the new partnership initiated with Groupe BPCE and CNP Assurances led to the creation of a single insurance division that allows Groupe BPCE to operate as fully-fl edged bancassurance player. In 2015, Natixis carried out structural projects for the business line in accordance with the objectives of the New Frontier strategic plan.

The Asset Management and Private Banking division is centered on asset management, an area in which Groupe BPCE has global ambitions, boasting internationally acknowledged asset management expertise and distribution structures adapted to the specifi c features and regulations of the various markets in which it operates. It also aims to strengthen the positioning of the Banque Populaire and Caisse d’Epargne networks in the fi nancial savings and private banking segments in France, and seek new international growth drivers.

Natixis’ asset management subsidiary, Natixis Global Asset Management, aims to further its international development. Two-thirds of Natixis Global AM’s 3,500 employees already work outside France, mainly in the United States, the world’s biggest asset management market. In addition, Natixis Global AM has a global distribution platform of close to 700 people and has a leading position in the US mutual fund segment. Private Banking also has a platform in Luxembourg, where some 100 people are working to build up the European Private Banking business, while Private Equity offers a global range of funds through asset management fi rms in Europe, the US and Asia.

The Insurance division covers three major activities: personal insurance, non-life insurance and insurance solutions.

1.4.1.1 Asset Management and Private Banking

Operating within the Investment Solutions and Insurance business line, Natixis’ Asset Management business markets a wide range of investment solutions including funds, dedicated products and mandates in all asset classes (money market, bonds, equities, real estate, alternative, diversifi ed and capital investment) for all types of customers.

Asset Management: a global player

The Asset Management business is structured around the Natixis Global Asset Management holding company. Natixis Global Asset Management ensures the overall consistency of asset management operations and also has responsibility for developing a global distribution platform and overseeing the fi nancial and strategic management of around 20 specialized asset management and investment service companies in Europe, the United States

and Asia. Combined, these entities have over 3,500 staff (the number rose slightly in 2015), 2,000 of whom are in the United States. They hold key positions in Europe – primarily in France – and are developing their presence in Asia Pacifi c, the Middle East and, more recently, Latin America and Canada.

Natixis Global Asset Management’s business model is based on a global distribution platform serviced by multi-specialist asset management companies to meet the needs of a large international client base. Drawing on its diverse range of portfolio management skills, strong distribution network and fl exible business model, Natixis Global AM has consolidated its position as a major international player in asset management. The Company was ranked 17th among global asset managers at end-2014 (Cerulli Quantitative Update: Global Markets 2015 ranked Natixis Global Asset Management, S.A. as the 17th largest asset manager in the world based on assets under management as of December 31, 2014).

In 2015, Natixis Global Asset Management pursued its strategy of organic and external growth as well as its investment policy to ensure the steady development of its asset management expertise and consolidate its global distribution platform. The most signifi cant growth initiatives were: the acquisition in June of a 71.02% stake in DNCA Finance, a respected and fast-growing French asset management company; the opening of a distribution offi ce in Bogota (Colombia), following on from offi ce location in Mexico City and Montevideo (Uruguay) in 2014, as part of the Latin America action plan; the roll-out of distribution activities in Canada following the acquisition of the Toronto-based company Nexgen Financial in late 2014, and in Australia through the integration of Apostle Asset Management into the distribution teams. In 2016, Natixis Global Asset Management will continue to invest in new targeted development projects and will consider external growth opportunities and partnerships.

The asset management market continued to grow despite slow global economic growth. However, 2015 was a mixed year, with high market volatility and falling US and European fi nancial indices in the second half.

Natixis Global Asset Management achieved another record year, after 2013 and 2014, for both business infl ows and results, although there were signs of slowdown in the second half of the year. Global assets under management rose signifi cantly to a record high of €801.1 billion in 2015 versus €735.5 billion in 2014 on a constant euro basis, an increase of 8.9%. The €65.6 billion increase in assets under management was due to the combined effect of three key factors: a highly favorable foreign exchange effect (+44 billion) and infl ow effect (+33 billion) and a negative market effect (-12 billion). The scope effect was negligible in 2015: it was negative in the United States with the removal of Reich and Tang and positive in Europe with the acquisition of DNCA and the larger stake in Dorval AM, which was more than offset by the disposal of Cube Investment Management.

This increase in assets under management was driven by very high global net infl ows of €33 billion, their highest level since 2006, up from €27.7 billion in 2014, with €20.3 billion from Europe, €11.9 billion from the United States and €0.3 billion from Asia.



1

Natixis’ business lines

The asset management companies’ sales performance, which refl ects years of investments made to improve their performance and enhance their expertise, was also driven by the effi ciency of the entire Natixis Global Asset Management distribution platform which is dedicated to collecting infl ows for asset management companies. This global platform covers asset management infl ows from the United States, mainly for the retail activity, as well as from Europe, the Middle East and Asia.

In 2015, the platform generated high full-year net infl ows of €19.6 billion. These account for nearly two-thirds of Natixis Global Asset Management’s total infl ows and demonstrate the power of this distribution channel. Furthermore, the quality of the aggregate infl ows is increasing: they include more long-term products and are becoming more diversifi ed in terms of expertise, affi liates, countries and customer segments. International infl ows (excluding the United States) reached record levels; in the United States, the distribution platform achieved a high level of gross infl ows while net infl ows were affected by fourth-quarter withdrawals associated with very diffi cult market conditions.

In addition to its strong presence in the US market, in 2015 the platform continued to expand its international coverage in Asia for major corporate clients and global advisors, and in Europe, mainly in the UK market, where business was brisk with institutional clients and on the retail market. Asset management distribution activity picked up in France and other European countries including Italy, Spain and Germany. A strategy of extending coverage to several Latin American countries (Mexico, Uruguay and Colombia) has been followed since 2014.

International distribution is structured on two major segments, namely institutional investors (public and private pension funds, insurers and banks, sovereign funds and central banks, etc.) and distribution/retail (fund of funds, private banking, platforms and IWMAs). The support functions based in Boston, London and Paris provide coverage services via a “global key accounts” strategy.

As such, Natixis Global Asset Management distribution now operates in over 20 countries as a provider of comprehensive investment solutions. For the last four years, the activity has been using the “durable portfolio construction” approach, which factors in the current market volatility as well as the new expectations of fi nancial investors who require appropriate advisory as part of a long-lasting customer relationship. The durable portfolio construction approach has a global reach with an array of solutions on an international scale. It also provides the opportunity to invest in the “Natixis Global Asset Management” brand via international marketing and public relations initiatives that have enhanced its visibility and recognition. The objective is to take forward a single strategy, platform and message worldwide.

Asset Management business in Europe

The European Asset Management business posted €384.3 billion in assets under management at end-2015 versus €340.8 billion at end-2014, a substantial increase of 12.8%. This is due to a positive infl ow effect and a change in scope (acquisition of DNCA Finance).

In 2015, European asset management companies increased their positive momentum with net infl ows of €20.3 billion. Larger companies in terms of assets under management such as Natixis Asset Management and smaller fi rms alike all contributed, including AEW Europe, H20 Asset Management, DNCA Finance, Mirova and Dorval AM.

These companies experienced strong, and in some cases, very strong activity, backed by high-quality expertise, product performance and the support of distribution teams. They are also making headway with international clients, with an increasingly signifi cant share of sales directed abroad. For example, gross infl ows for Natixis Asset Management and its subsidiaries originating outside of France reached over 50% of the total in 2015, mainly from European countries.

European asset management companies at end-2015 (assets under management in billions of euros): R Natixis Asset Management (€320.6 billion): fi xed income, European equities, investment and client solutions, volatility and structured products, global emerging and responsible investing;

R DNCA Finance (€19.4 billion): fi xed income and equities;

R AEW Europe (€18 billion): real estate asset management, real estate investment trusts (SCPI) and real estate mutual funds (OPCI);

R H2O Asset Management (€10.3 billion): global macro multi-strategy and international fi xed income;

R Mirova (€6.1 billion): SRI equity and fi xed income, infrastructure project fi nancing;

R VEGA Investment Managers (€6.0 billion): funds of funds and fund selection;

R Ossiam (€2.1 billion): strategic ETFs (Exchange Traded Funds);

R Dorval Asset Management (€0.7 billion): fl exible management;

R Emerise (“NAM Asia”) (€0.6 billion): Asian equities;

R Darius Capital Partners (€0.3 billion): alternative investment advisory (hedge funds).


1 PRESENTATION OF NATIXISNatixis’ business linesNatixis Global Asset Management operates in Europe through Natixis Asset Management (NAM), one of the leading European asset management companies. Natixis Asset Management offers proven expertise in the main asset classes and portfolio management styles. It also provides privileged access to the complementary expertise of VEGA Investment Managers, specializing in fund selection and funds of funds management, Dorval Finance – 50.1%-owned since 2014 – in fl exible portfolio management and H20 Asset Management in global macro alternative investment management from London. In addition, Ossiam, which specializes in strategic ETFs (Exchange Traded Funds), expanded its range in 2014.

Natixis Asset Management’s assets under management totaled €320.6 billion at end-2015 versus €304.9 billion at end-2014. The Company experienced positive infl ows in 2015: apart from a signifi cant liquidity provision to Natixis, new infl ows went into money-market and diversifi ed products as well as insurance for CNP.

Further progress was made in the implementation of Natixis Asset Management’s strategic plan structured around six specialized divisions (Fixed Income, European Equities, Investment and Client Solutions, Volatility and Structured Products, Global Emerging and Responsible Investment). This shift towards a European multi-boutique model is refl ected in the existence of strong brands and recognized teams. Thus, in addition to NAM’s Fixed Income, European Equities and Investment and Client Solutions teams, Mirova is dedicated to infrastructure project fi nancing and a leader in several areas of SRI (socially responsible investment) and Seeyond specializes in structured and volatility products and recently launched an activity in the United States. In 2015, a new brand, Emerise, was created; Emerise is the brand name of “NAM Asia”, a Singapore-based company designed to facilitate the sale of Asian and emerging country products. This diversifi cation of business expertise has been accompanied by an expanded range of asset management offerings and solutions that are more comprehensive, more specialized and increasingly recognized.

Strengthening sales for the European companies internationally, developing synergies with other Natixis activities and business lines, and helping to boost fi nancial savings within the Group remain major priorities. In the Caisse d’Epargne and Banque Populaire networks, gross infl ows are up, with protected management funds gradually taking over from packaged funds.

AEW Europe is owned in partnership with Caisse des Dépôts, which has a 40% stake. This subsidiary is a European leader in investment advisory services and third-party real estate asset management. AEW Europe operates in nine European countries,

with a particularly strong presence in Paris and London, and managed €18 billion in assets at end-2015 versus €16 billion at end-2014. In 2015, the level of transactions (acquisitions and disposals) reached the record high and fundraising was also very strong. AEW Europe continued its 2015-2018 strategic plan with auspicious business prospects based on development and international diversifi cation opportunities amid considerable investor interest in real estate. The partnership between AEW Capital Management, in the United States and Asia, and AEW Europe constitutes a global platform that ranks number 6 in the world in terms of assets under management for third parties.

All of Natixis’ European asset management companies provide a full range of products and services covering all traditional asset classes, as well as expertise in high value-added areas. They have received numerous awards for investment performance, the specifi c features of their investment funds and for their commitment to sustainable development.

Asset Management business in the United States and Asia

Assets under management for the US subsidiaries reached a total of $438.4 billion at end-2015, compared to $462.8 billion in 2014, a decrease of 5.3%. In Asia, assets under management stabilized at $7 billion at end-2015, despite a negative market effect.

In the United States, the decline in assets under management is due to a strong negative market effect of $20.5 billion and a change in scope following the removal of Reich and Tang while net infl ows from US companies stood at $12.9 billion, in spite of a diffi cult environment for the Mutuals funds at the end of the year.

The largest infl ows were recorded by Loomis and Sayles (bonds and equities), as well as Alpha Simplex (alterative cash products), Vaughan Nelson IM (equities) and AEW Capital Management (real estate assets). In addition, NGAM Canada, acquired in 2014, started to roll out its activity on the Canadian retail market supported by the US distribution teams.

The group’s US asset management companies directly provide distribution services in its areas of expertise for institutional clients in the United States. In the retail banking segment, they benefi t from strong support from the distribution platform, which provides asset management products, advisory and structuring capabilities, and related services that can be tailored to different markets and distribution channels. This platform supplies both volume retailers and private investment advisors. The distribution teams were further expanded, and have posted excellent sales performance over the last few years.



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US and Asian asset management companies at end-2015 (assets under management in billions of dollars): R Loomis Sayles ($229.1 billion): equities (growth, core, value) and bonds (core to high yield);

R Harris Associates ($122.7 billion): US and international value stocks;

R AEW Capital Management ($23.1 billion): real estate asset management;

R Vaughan Nelson Investment Management ($12.5 billion): value stocks and bonds;

R Gateway Investment Advisers ($12.2 billion): hedged equity;

R McDonnell Investment Management ($11.3 billion): municipal bonds;

R Managed Portfolio Advisors ($8.3 billion): overlay strategies;

R Alpha Simplex Group ($7.5 billion) quantitative investment management;

R Aurora Investment Management ($5.7 billion): funds of hedge funds;

R Capital Growth Management (50%-owned, $3.0 billion): equities;

R Snyder Capital Management ($1.5 billion): US small- and mid-cap value stocks;

R NGAM Canada L.P ($0.7 billion): delegated management;

R Active Investment Advisors ($0.7 billion): discretionary index-based strategies;

R IDFC (25%-owned, $7 billion): Indian stocks and bonds.

The Private Equity business line

Through its historic private equity specialist structure, Natixis Private Equity (NPE), Natixis has been a key private equity services provider focusing on SMEs in both France and abroad, covering the various segments of venture capital, private equity and diversifi ed funds of funds. Given this experience and recognized performance, in 2008 Natixis decided to restructure this business to focus on private equity structures capable of meeting the needs of external investors.

Since April 2014, the Group’s private equity business line now reports to Natixis Global Asset Management under the name Private Equity division to provide new alternative long-term investment solutions.

Assets under management of the NGAM Private Equity division rose from €5.8 billion at end-2014 to €6.3 billion, of which close to 90% for third-party investors, and covers the private equity, mezzanine, infrastructure and private debt segments under the multi-affi liate model which gives access to the expertise of six independent, complementary and international asset management companies.

European asset management companies at end-2015 (assets under management in billions of euros) : R Euro Private Equity (€1.9 billion): investment advisory in the international private assets segment;

R Caspian Private Equity ($1.8 billion): US private equity and mezzanine investment solutions;

R Naxicap Partners (€1.8 billion): private equity in the SME segment primarily in France;

R Seventure Partners (€0.6 billion): European venture capital;

R Alliance Entreprendre (€0.2 billion): buyouts and capital restructuring operations in France.

Private Banking

The Natixis private banking activity is dedicated to the fi nancial planning of its private investors. It comprises Banque Privée 1818, geared towards the French market, and Natixis Private Banking whose teams are based in Luxembourg and Belgium. At end-December 2015, its assets under management totaled €28 billion. The private banking teams bring together the full range of skills needed to address all aspects of fi nancial planning, from wealth engineering to corporate advisory to credit facilities and club

deals in which individual investors group together to purchase an asset of their choice. Private Banking relies on VEGA Investment Managers (€6 billion in assets under management) for its asset management offering. In 2015, VEGA Investment Managers was recognized in the Le Revenu awards organized in conjunction with Morningstar, with two funds in the Top 10 over one, three and fi ve years. Elite 1818 France Opportunité continued its ascent, placing fi fth among the best funds in the European Equities category.


1 PRESENTATION OF NATIXISNatixis’ business linesThe private banking activity is aimed at three customer categories: the wealth management customers of the Groupe BPCE banking network, some 700 independent wealth management advisors, with access to a wide range of investment products and services via the Sélection 1818 distribution platform and, fi nally, direct clients, mainly introduced by Natixis.

In 2015, Banque Privée 1818 maintained its strong sales momentum with net infl ows of nearly €1.8 billion.

Serving the Groupe BPCE networks

Banque Privée 1818 serves the Banque Populaire, Caisse d’Epargne and BPCE International et Outre-mer networks. It offers them sophisticated products and services to satisfy the growing needs of their customers in the areas of private banking and wealth management. Its services are wide and varied: delegated management, UCITS selection, a real estate offering, corporate advisory, and life insurance policies via a platform. Banque Privée 1818 is Groupe BPCE’s open-architecture broker.

In 2015, the cooperation with the Banque Populaire banks and Caisses d’Epargne continued to strengthen, particularly through the roll-out of a national relationship charter, which refl ects shared development ambitions in private banking and wealth management. A new series of service agreements were signed in 2015, bringing the number of banks involved in this process to 24. These partnerships will allow the regional banks to benefi t from Banque Privée 1818’s value-added service offering and direct access to fi nancial and wealth engineering experts.

Gross infl ows from Groupe BPCE’s banking networks reached €1.4 billion in 2015, with assets under management totaling €7.64 billion.

Wealth management

Business owners and senior executives in France and abroad represent the core target markets of private banking teams in charge of direct customers (€7.03 billion in assets under management at December 31, 2015). They work closely with Natixis’ Coverage teams to roll out innovative and customized wealth-management solutions to meet the specifi c needs of this demanding customer segment.

In 2015, Banque Privée 1818’s Corporate Advisory team assisted with several LBOs, including one transaction of over €300 million that was among the 15 biggest LBOs carried out in France during the year. In this transaction, which was initiated by the wealth engineering teams and managed by the wealth management teams, the Banque Privée 1818 teams provided a complete package of services from corporate banking to wealth and fi nancial advisory and including setting up management packages.

The wealth management teams are building increasingly strong relationships with Coverage, helping the bank to do business with major families who are historic clients of Natixis.

In terms of innovation, in 2015 Banque Privée 1818 and CNP Assurances launched Sélection Cinto, a new life insurance policy for the wealth management market.

Sélection 1818, the platform for independent wealth management professionals

With €6 billion in assets under management and 713 active IWMAs, Séléction 1818 received further recognition last year. For the second year in a row, Sélection 1818 took fi rst place in the 22nd Supplier Awards (Palmarès des fournisseurs) organized by Gestion de Fortune magazine, as the leading bank platform dedicated to IWMAs. It was also recognized by Investissement Conseils magazine in the Pyramides de la Gestion de Patrimoine 2015 awards. Sélection 1818 received the “Prix des Conseillers” best advisory award in the banking platform category.

Despite diffi cult and highly competitive business conditions Sélection 1818 collected gross infl ows of €936 million.

1.4.1.2 Insurance

Natixis provides a wide range of insurance products for retail customers, independent professionals and, to a lesser extent, corporate clients. Pension and life insurance products are mainly distributed by the Banque Populaire network, in synergy with the other business lines of the Investment Solutions & Insurance division. The personal protection insurance business records consistent growth and features a wide variety of solutions distributed by the Banque Populaire and Caisse d’Epargne networks ranging from death benefi t, work cessation and dependency products to payment protection insurance. Lastly, car and home insurance products available to retail customers in the Banque Populaire and Caisse d’Epargne networks are rounded out by an offering geared towards professional customers.

Natixis Assurances operates in Luxembourg through its subsidiary Natixis Life, and in Lebanon through an equity stake in a subsidiary in partnership with a local private bank.

Natixis Assurances’ total revenue exceeded €6.1 billion in 2015, including premiums generated by associate company BPCE IARD.

Personal insurance

The key feature of 2015 was the growth in infl ows invested in unit-linked policies, which jumped by 36% on 2014. Unit-linked policies represented 20.5% of gross infl ows, up 5.9 points on the previous year and aassets under management in unit-linked policies rose by 10.5% compared to 2014. The options and services included in the fl agship products offered to customers – Horizéo for the general public and Quintessa for private banking customers – proved particularly attractive for supporting the recovery of infl ows.

Overall, revenues fell slightly by 2% due to a reduction in euro infl ows into the fund (down 10%). This result is in line with the strategic direction taken by the business line and the networks to better balance the infl ow structure. The wealth management segment was particularly dynamic (up 36%) and assets under management rose by 5.4%.

Growth in the personal protection insurance business remained strong in 2015, with premiums increasing by 12% to €702 million. Payment protection insurance accounted for 78% of personal protection insurance premiums in 2015.

Preparatory work prior to Natixis Assurances taking over the management of all new life insurance and personal protection policies distributed by the Caisses d’Epargne network continued throughout the year. The transfer will occur gradually in 2016 and began successfully in January 2016.



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Non-life insurance

Natixis Assurances continued to record strong business growth, driven by Groupe BPCE’s ambitions under its “Growing Differently” strategic plan for 2014-2017. Overall, property and casualty insurance premium income totaled €1,180 million, representing an 11% increase, well above market levels (up 1.5% – source FFSA – 2015).

Growth was driven by auto and multi-risk home insurance due in particular to the positive impact of the new French consumer law known as the “Hamon Law” and the considerable efforts made by the networks. The policy portfolio grew by more than 9% in 2015. The claims experience in the non-life business improved slightly, thanks to more favorable conditions in the multi-risk home insurance segment.

Natixis Assurances assisted the networks in the roll-out of the Group health insurance offering to meet customer needs brought about by the implementation of the French cross-industry collective bargaining agreement (Accord national interprofessionnel – ANI). A revamped non-life insurance offering for the professionals market was rolled out in the Banques Populaire network.

The digital transformation of the business also continued in 2015, including the digitalization of new offerings available in the networks.

Insurance solutions

The Insurance Solutions Department handles insurance segments for Groupe BPCE that are not dealt with by its affi liated insurance companies, e.g. the Group’s insurance program.

1.4.2 CORPORATE & INVESTMENT BANKING

At December 31, 2015, Natixis’ Corporate & Investment Banking division account 2,849 people (FTEs) (excluding abroad people of functional sectors - except computing, purchases and logistics) in 27 countries around the world: 47.9% in France and 52.1% abroad. It operates in the major global marketplaces via three platforms: North and South America, Asia-Pacifi c and EMEA (Europe (except France), Middle East and Africa). Corporate & Investment Banking advises corporate clients, institutional investors, fi nancial sponsors and public sector entities. It offers them a wide range of fi nancing, hedging and capital market investment solutions, structured fi nancing and transaction banking services. Natixis draws on the technical expertise of its teams and a renowned research department to develop solutions adapted to the specifi c needs of each and every customer.

In 2015 Natixis led development projects across the Corporate & Investment Banking business lines in line with the objectives of the New Frontier strategic plan. It completed large-scale structural fi nancing transactions with high added value. It continued to adapt its capital markets strategy to better align with the needs of its clients, and achieved some noteworthy commercial successes, particularly in equity derivatives. It bolstered the security of its transaction banking services while improving its offering in trade fi nance and liquidity management.

Natixis continued to expand internationally by strengthening the bank’s commitment to Chinese customers, intensifying its presence in Latin America and putting in place a development strategy for Africa.

V Coverage: Natixis’ bankers are developing a strategic dialog with its customers by anticipating their needs and, in conjunction with the business lines, offering them all of Natixis’ products and services.

V Strategic Advisory: customers can benefit from Natixis’ expert advisory in the areas of mergers and acquisitions, financial strategy and ratings, and in primary equity capital markets.

V Structured Financing: the dedicated teams provide customers with comprehensive advisory, arrangement, underwriting and financial engineering expertise in various types of financing (aircraft, export and infrastructure finance, energy and commodities finance, acquisition and strategic finance, and real estate finance).

V Capital Markets: Natixis’ experts offer a wide range of diversified, standard and bespoke products on the fixed income, credit, forex, commodities and equities markets (cash and equity derivatives), as well as engineering solutions in Financial investments. In research, Natixis offers its customers cross-expertise research (equities, credit, economic, commodities, fixed income and forex) based on a cross-disciplinary approach, and develops recognized quantitative research.

V Portfolio Management: under the “Originate-to-Distribute” model implemented in 2013, Portfolio Management is responsible for actively managing the financing portfolio of the Corporate & Investment Banking division. It optimizes balance-sheet rotation and the use of related resources to give Natixis renewed origination capacity.

V Global Transaction Banking: Natixis’ experts offer its customers a comprehensive range of trade finance, liquidity management and correspondent banking solutions, while helping them further their business development in France and abroad.

1.4.2.1 Coverage and Strategic Advisory

Within the Corporate & Investment Banking division, Coverage is the key component to Natixis’ client coverage. It sees clients through every stage of their development, meets their fi nancing needs, provides advisory and offers them a comprehensive, customized range of products by leveraging on all of Natixis’ solutions and services. Coverage draws on its strategic advisory teams (mergers and acquisitions, equity capital markets, fi nancial strategy and ratings advisory) to work closely with the bank’s various businesses. This structure maximizes responsiveness and uses in-depth strategic dialog to preempt clients’ needs.

V The Mergers & Acquisitions (M&A) team helps customers (commercial and industrial corporations, institutional investors and investment funds) prepare and execute disposals or mergers, fundraising, restructuring or capital protection. In 2015 the bank expanded its M&A activity in France with mid-cap and investment fund customers by acquiring the French operations of Leonardo & Co, now called Natixis Partners. This acquisition has boosted Natixis’ position on the M&A market, as demonstrated by its rating as the No. 3 player in M&A advisory in France by number of operations carried out in 2015 (source: Thomson Reuters – Mergers & Acquisitions Review). Natixis already has an M&A advisory structure outside France in Milan, and is furthering its growth in Spain with the planned acquisition, announced at the end of 2015, of 360 Corporate Finance S.A., to be renamed Natixis Partners España.


1 PRESENTATION OF NATIXISNatixis’ business lines V The Equity Capital Markets business provides clients with tailored advisory services for all transactions that affect their capital structure: IPOs, capital increases, share buybacks, convertible or exchangeable bond issues and liquidity contracts. Natixis is also developing advisory services for carrying out public tenders or exchange offers and implementing defense strategies. Natixis is a leader on the equity capital markets in France. In 2015 it was ranked No. 1 bookrunner in France for capital increases with preferential subscription rights (PSR) (source: Bloomberg). Natixis also carried out several landmark transactions, including capital increases with shareholder PSR for Parrot for an amount of €300 million, and the convertible bond issue for Steinhoff international Holdings Limited for an amount of €1,116 million.

V The Capital & Rating Advisory business line aims to define the most appropriate equity and debt-based financing solutions for its customers who are subsequently advised on their investment decisions and choice of lenders. In this respect, capital market internationalization and disintermediation have led Natixis to develop a rating advisory service within this business line to facilitate its customers’ access to new international sources of liquidity.

1.4.2.2 Structured Financing

In terms of structured fi nancing, Natixis has comprehensive advisory, arrangement, underwriting and fi nancial engineering capacity in aircraft fi nancing, export and infrastructure fi nancing, energy and commodities fi nancing, acquisition and strategic fi nancing and real estate fi nancing.

The bank’s efforts in favor of the energy transition was particularly visible within its Structured Financing business line: in 2015 Natixis made a commitment to cease the fi nancing of coal-fi red power stations and thermal coal mines worldwide. On the occasion of the COP21, Natixis partnered with Swiss foundation Global Infrastructure Base to launch the fi rst standard for sustainable and resilient infrastructure. The SuRe® market standard will be awarded to sustainable infrastructure projects by an independent certifi cation body. As an active player in renewable energies fi nancing, Natixis has also fi nanced 14 projects in the EMEA region and the Americas for a grand total of €999.97 million.

Natixis enjoys strong positions, as refl ected by its 2015 ranking: No. 1 bookrunner in project fi nancing in the EMEA region in 2015 (source: Thomson Reuters, Global Project Finance Review, 2015), No. 2 bookrunner in leveraged fi nancing with private equity funds in France and No. 5 in the EMEA region (source: Dealogic, 2015), Trade Finance No. 3 MLA on the syndicated loan market in 2015 (source: Dealogic, Global Trade Finance Review), No. 5 bookrunner in real estate fi nancing in the EMEA region in 2015 (source: Dealogic, EMEA Syndicated Real Estate Finance Loan Review 2015, rating excluding REITS).

V Natixis’ offering in aircraft, export and infrastructure financing combines its advisory expertise in the areas of financial, arrangement, structuring, agent and distribution services. The team is developing optimized financing solutions in both the banking and institutional markets. Natixis drew on its leading positioning in project finance to consolidate its dedicated debt infrastructure. At the end of 2015 it signed a new cooperation agreement with Swiss Life to co-invest in this specific asset class, in line with the agreements signed with CNP Assurances, Ageas and Macif. In 2015 Natixis was involved in numerous landmark deals, and in particular in the capacities of financial adviser, rating adviser, mandated lead arranger and co-hedge coordinator of the biggest refinancing project in the French energy sector for Exeltium. The bank also demonstrated its prowess in aircraft financing arrangement, having arranged two Boeing 777-300ERs and an Airbus A380 for the airline Emirates, the EETC financing of 11 Airbus A321s, two Airbus A350s and nine Boeing 787-9 for Latam Airlines, and the financing of a revolving credit for Hong Kong Aviation Capital. These three deals earned Natixis the title of the 2015 Aircraft Finance House of the Year by Global Transport Finance.

V In energy and commodities, Natixis provides global sector-specific coverage across the value chain, arranges and structures loans specific to these markets: pre-export financing, transactional facilities, borrowing base financing, reserve-based lending, etc. During 2015, in a sector that has become more difficult due to the collapse in prices for a large number of commodities, Natixis sought to selectively develop its Energy & Commodities franchise by focusing on the strongest market participants. As such, for example, Natixis financed the acquisition of Morgan Stanley’s trade portfolio by Castleton for $3.75 billion), and strengthened its positioning in the agricultural commodities sector (Ghana Cocobod, $1.8 billion; Biosev $318 million).

V Natixis is a world-class player in strategic financing and acquisitions with over 20 years of global experience in this sector. Following on from 2014, the year 2015 featured an impressive number of deals. This brisk activity was validated by Natixis’ leading rankings: No. 2 bookrunner in leveraged financing with private equity funds in France and No. 5 in the EMEA region (source: Dealogic, 2015). Among its landmark deals in 2015, Natixis mandated as Presenting Bank and Guarantor for the Chinese conglomerate Fosun’s public tender offer for Club Méditerranée, as well as MLA bookrunner and financing agent of the deal.

V Natixis is a leading player in real estate financing and boasts a comprehensive financing offering in Europe and the United States: advisory for equity transactions and for arranging corporate and specialized financing solutions, securitization, German mortgage covered bonds (Pfandbriefbank), etc. In 2015 activity was brisk and featured headline deals, such as the $854 million mortgage



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refinancing of 16 shopping centers owned by the group Altaréa Cogedim, the acquisition of a portfolio of 10 shopping centers owned by AEW Europe / China Investment Corp. for a total of €670 million, €472 million in refinancing for an office block in the 12th district of Paris on behalf of Tishman Speyer, or $349.5 million in financing to build a complex of four residential buildings in Manhattan (Gramercy Square). In addition, Natixis leveraged on its stronghold in the CMBS (Commercial mortgage-backed securities) market in the United States to securitize a total of $2.5 million in 2015, up 82% on the previous year.

1.4.2.3 Capital Markets

In fi xed income, credit, forex, commodities and equity markets, Natixis offers its corporate and institutional (both private and public sector) clients and Groupe BPCE networks clients a wide range of investment, fi nancing and hedging products that tie into its research expertise.

Equity markets

Present on French and international cash equity and equity derivative markets, Natixis offers its customers investment, fi nancing and hedging projects that range from the simplest to the most innovative solutions.

On the cash equity market, Natixis is positioned as a Europe-wide broker specializing in the French market, offering the full range of expertise: research, sales, and value-adding execution products. Three distribution platforms – in Paris, London and New York – are available for corporate and institutional clients, as well as for Groupe BPCE network clients. In 2015 the bank continued to develop abroad by strengthening its teams in New York and London with a view to become a key player in top European companies for US and UK clients.

On the equity derivatives market, Natixis offers its clients investment and fi nancing solutions and hedging strategies. In 2015 this activity performed to record levels. It continued to broaden its range of investment products and structured solutions in response to its clients’ issues related to asset and liability management, balance sheets, fi nancing requirements, taxes, accounting and regulations. Under this endeavor fi nancial engineering focused on creating new indices, such as the NXS Climate Optimum Prospective “low carbon” index, and entered into exclusive agreements with EuroNext and Stoxx for the use of new indices. In addition, Natixis’ expertise for insurers was recognized by the magazine Structured Retail Products which named Natixis Best Insurance Solution in EMEA in 2015 (source: European Structured Products Awards 2015).

With trading teams in New York, London, Paris, Tokyo and Hong Kong, Natixis hedges underlying assets worldwide and leverages its expertise in mutual funds. As a leading player in Equity Finance activities, in 2014 Natixis was voted No. 1 for customer relations in equity lending in Europe, and No. 5 worldwide (source: Equity Lending Survey 2015 – Global Investor/ISF – group 2), as well as Best EMEA Equity Lender (source: Equity Lending Survey 2015 – Global Investor/ISF – group 2 voted by group 2).

As for e-trading on the equity markets, aside from a full range of products and services for execution, Natixis offers it clients a

range of electronic platforms that draw on its fi nancial engineering expertise: an advisory tool for asset allocation, a structured product price generator and synthetic prime brokerage tools (Natixis Synthetic Services).

Equity Linked Finance

Equity linked fi nance, strengthened in 2014 by the creation of Strategic Equity Transaction, designs client solutions for managing their equity positions. These transactions use fi nancing tools, derivatives and other fi nancial instruments for Natixis’ large European and international corporate clients.

Fixed Income, Credit, Forex, Commodities & Treasury Markets

The Fixed Income, Credit, Commodities, Forex & Treasury Markets teams are located in Europe (Paris, London, Milan, Madrid and Frankfurt), the Middle East (Dubai), Asia (Singapore, Tokyo and Hong Kong) and the Americas (New York, Houston and Sao Paulo). They offer customers fi nancing, investment and hedging products on the fi xed income, credit, forex and commodities markets in OECD and emerging countries.

Despite the 2015 market context of a double bond crisis in the spring and the yuan devaluation shock, Natixis confi rmed its ability to manage its market risks and grow to better serve its increasingly international customers amid reduced liquidity and heightened volatility.

Since 2015 the Fixed Income activities have been merged under single management. These activities used to be divided into sales and trading, and are now structured into two business lines: Credit and Fixed Income & Forex. To ensure service continuity for our customers, all the sales teams have been merged. This new worldwide organization improves customer satisfaction by offering a wider range of both simple and structured solutions.

The debt platform, which for fi ve years has combined the primary bond market, loan syndication and the activities of Global Structured Credit & Solutions (GSCS), posted a solid performance across all borrower segments. In 2015 Natixis confi rmed its place as a key player on the primary market for euro-denominated bonds with all issuer types: No. 4 bookrunner on the primary bond market for fi nancial institutions (source: Dealogic), No. 4 with agencies (source: Dealogic, by number of transactions) and No. 1 with public and private companies in France (source: Dealogic). In the covered bonds segment, Natixis is the leader in the euro market: No. 1 bookrunner on the EUR primary covered bond market in 2015 (source: Dealogic). And additional two awards underscored the bank’s excellence 2015 performance in the segment: Best 2015 Lead Manager in EUR covered bonds (source: The Cover/GlobalCapital, Covered Bond Awards 2015) and Euro Lead Manager in covered bonds in 2015 (source: The Covered Bond Report – “Covered Bond report Awards for Excellence 2015). Natixis was also named the 2015 Best Debt House in France (source: Euromoney – 2015 Awards for Excellence). Furthermore, Natixis continued to grow on the high yield market with an increasingly broad range of products, and on the green bond market. For the last three years Natixis has been deeply involved in developing the Euro PP market in which in 2015 it is among the main players. It also continued to arranged currency issues, especially in dollar and in yen.


1 PRESENTATION OF NATIXISNatixis’ business linesThanks to a cross-functional approach to securitization, asset and liability management, advisory and portfolio restructuring services (GSCS activity), Natixis offers its clients innovative, cutting-edge solutions to meet requirements related to changes in external environment, as well as issues concerning balance-sheet reduction, use of resources, alternative fi nancing research, etc. In 2015 Natixis set up a number of innovative deals, such as the fi rst Equity Bridge Financing transaction in France, in compliance with the AIFM Directive on indebtedness, for funds managed by Antin Infrastructure Partner, and the extreme mortality catastrophe bonds issued for the benefi t of Axa Global Life, voted the transaction of the year at the 2015 Insurance Risk Awards.

In emerging markets, Natixis offers a full range of fi xed income, credit and forex products. Natixis is expanding this activity at the local level (Moscow, Shanghai and Dubai) and in Paris, London and New York. Natixis is developing its products for local and sovereign debt, as well as in local currencies for emerging markets.

On the commodities markets, Natixis uses its dedicated trading and sales platforms in Asia, Europe and the Americas to offer hedging products on base metals, precious metals and energy. In 2015 synergies with the aircraft fi nancing and commodities businesses were reinforced by the impressive growth of business in the Americas and Asia.

In treasury activities, the joint refi nancing pool between BPCE and Natixis pursued the implementation of the Group policy to diversify resources by collecting liquidity from international investors, particularly those located in Japan, China and the United States. The pool thus provided the business lines with the liquidity needed to implement their plans for growth.

Research

Research is a key part of Natixis’ sales strategy. Every day the Research teams publish analyses to guide clients in their investment decisions, and continue to creating of fi nancial solutions tailored to customer needs.

Cross-expertise research brings one of the market’s biggest research teams to the capital markets, with a focus on six areas of expertise: equity, credit, economic, investment strategies, commodities, fi xed income and forex. In 2015 Natixis multiplied the publication of its studies and investment recommendations, and held conferences to give customers access to cross-disciplinary expertise based on joint analyses and targeted research. Natixis was voted the 2015 Best Credit Research Team in six sectors: ABS, agencies, covered bonds, retail and consumer goods, industrials and utilities (source: Euromoney – Fixed Income Research Survey 2015).

Meanwhile, quantitative research supports the Bank’s fi nancial innovation process and ensures that it remains competitive in today’s fast-changing markets by developing pricing and risk management models, as well as quantitative asset allocation strategies.

1.4.2.4 Portfolio Management

To maximize the use of bank resources when serving clients, Natixis created its Portfolio Management global business line in 2013. Its teams are dedicated to ensuring the best possible rotation of the Corporate & Investment Banking’s loan portfolio (i.e. all the vanilla and structured fi nancing originated by the bank) and maximizing its profi tability, taking into account rare resources (RWA [Risk-Weighted Assets], liquidity).

In 2015 Portfolio Management ensured the rotation of a signifi cant part of the bank’s fi nancing portfolio while creating value, in particular by establishing structured solutions.

1.4.2.5 Global Transaction Banking

The Global Transaction Banking (GTB) teams provide Natixis’ customers a comprehensive range of high-performance solutions for monitoring, optimizing and enhancing their cash fl ow, and securing and fi nancing their international trade transactions.

V Cash management: In France, the Single Euro Payment Area (SEPA) and internationally, Natixis has a multi-channel and multi-format offering to process both incoming and outgoing flows, as well as additional security services.

V Liquidity management: Natixis offers cash and account management solutions, and provides centralization tools for treasury management, as well as cash investment solutions.

V Trade finance: Natixis helps its customers grow their import/export business and provides them with a banking offer that secures their international trade transactions.

V Correspondent banking: Natixis fosters close relationships with several banking partners to provide its customers’ business with worldwide coverage.

GTB supports its customers at every step of their projects by selecting and providing the appropriate solutions to their organization, and by helping their businesses grow in France and internationally.

GTB is active on the Asia-Pacifi c (Singapore, Shanghai, Hong Kong), Americas (New York, São Paulo) and EMEA (Dubai, Moscow) platforms, and draws on a vast network of banking correspondents to facilitate the development of its customers’ business activities.

In 2015 GTB launched myContrôles, a digital service that secures international payments and transfers, thus helping corporate clients safeguard against the risk of social engineering fraud, such as “fake president fraud” or “supplier fraud”. Natixis is confi dent in its expertise on security matters and is an active partner in new technologies.



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1.4.2.6 International platforms

Americas Platform

Against the backdrop of a tough market environment and a regulatory context that has become exceedingly complex, the Americas platform performed well in 2015 across its business sectors. It pursued its growth strategy in new geographic areas and developed its customer relationships. It also intensifi ed collaboration between the business lines to improve its position and earn the role of underwriter in fi nancing transactions and in transactions on the capital markets.

The Americas platform operates in seven countries (the United States, Canada, Mexico, Colombia, Brazil and Argentina). It draws on its regional and sectoral experience to meet its clients’ complex needs in terms of investment, fi nancing, risk management and advisory, while simplifying access to the United States market for international clients looking for fi nancing in US dollars.

Natixis demonstrated its recognition on the US market by taking part in major infrastructure and project deals. In 2015 Commercial Mortgage Alert ranked the platform No. 11 by number of deals on the US CMBS (commercial mortgage-backed securities) conduit loan market. It was entrusted with leading roles on the term loan market for institutional clients, making up 9% of the platform’s business. It also strengthened its high-yield bond activity by acting as bookrunner in 37.5% of the deals it took part in.

The platform increased its geographic presence: it was authorized to open a representative offi ce in Colombia, requested a broker-dealer license for its representative offi ce in Mexico and requested a lending branch license for its Montreal representative offi ce. It also expanded its range of products and services by giving its US customers access to Global Transaction Banking’s services for their trade fi nance requirements and to support their international growth. The platform also developed its real estate advisory services.

Thanks to the collaborative efforts of the Natixis teams worldwide, the Americas platform has set up several major fi nancial transactions. For example, it set up unusual acquisition fi nancing for Springleaf Holdings by way of as ABS issue and acted as co-lead manager of the equity placement. In addition, Natixis was involved in the fi nancing of the Marcona/Tres Hermanas wind farm project in Peru. It also demonstrated its local positioning by acting as sole arranger of a CLO issue led by Fifth Street CLO Management LLC, backed by a diversifi ed portfolio of senior secured loans for SMEs. The notes were successfully placed with 11 accounts in the United States and Europe.

Asia Pacific Platform

With operations in 11 countries (Australia, China, Hong Kong, Taiwan, India, Indonesia, Japan, Korea, Malaysia, Singapore and Thailand), the Asia Pacifi c platform goal is to be recognized by corporates as a key player in Natixis’ predominant areas of expertise, and by fi nancial institutions as a niche player and “solutions house”. In 2015 the platform made remarkable progress in this regard.

It reached a major milestone with the opening of a branch in Beijing, making it possible to be closer to Chinese customers to support their international development, particularly public that are headquartered in Beijing.

The platform continues to fi ll expand its teams and develop its skills in other countries in the region, such as Japan where it is strengthening its distribution structure, and Australia where it now offers a comprehensive range of structured fi nancing solutions. It also a foothold in Hong Kong with its new Corporate Advisory team in order to build a stronger strategic dialog with its customers.

More generally, the platform gives local customers access to Natixis’ global offering, for example by offering them the benefi ts of services such as aircraft fi nancing. It continued to support customers wishing to invest in Europe, as evidenced by Chinese conglomerate Fosun’s public tender for the group Club Méditerranée.

The assistance of international customers wishing to develop their business in Asia was strengthened. In structured fi nancing for example, the Aircraft, Export & Infrastructure Finance teams helped European and North American companies like Bouygues and Bombardier in the sector of infrastructures in Australia. The platform draws on Natixis’ international operations, making it possible, for example, for Japanese and Korean clients to invest in asset-fi nancing projects in other geographical zones, including the Marcona/Tres Hermanas wind farm project in Peru and the Kelar gas-fi red power plant in Chile.

On the capital markets, the platform underwent a signifi cant development, particularly with the distribution of investment products for local investors. Natixis is now a major issuer in the region, having made placements in the main local currencies (including CNH [or RMB off-shore]), and on the main markets (Japan, Taiwan, Australia and Singapore) with the launch of structured issues in Uridashi public issue format. The Equity Markets business line had record results in Japan, Korea and South-East Asia following the expansion of its teams and hybrid product offering. In the corporate customer base, the platform carried out a bond issue for Beijing Automotive and came up with a hedging solutions offering for both local and European clients.

Lastly, its contribution to Groupe BPCE increased markedly following the issuance of securities for BPCE and Natixis in several currencies and on various markets, including Japan, Singapore, Hong Kong and Australia.


1 PRESENTATION OF NATIXISNatixis’ business linesEMEA Platform

Natixis is developing from its branches in London, Frankfurt, Milan, Madrid and Dubai, its subsidiaries in Moscow and Frankfurt, and its representative offi ces in Istanbul and Almaty. Its strategy is specifi c to each region:

V In southern Europe, Natixis has the advantage of a strong historical presence with corporates and financial institutions in Italy and Spain. In 2015 the Madrid branch continued to grow amid a highly competitive market. In the markets, it carried out a two-tranche hybrid bond issue for Repsol and led the inaugural bond issue for ACS. It ended the year ranked No. 1 for bond issues for financial institutions in Spain (source: Dealogic). In terms of financing, the branch acted as sole lead manager, lead arranger of the refinancing of the Iberchem debt, and reopened the real estate refinancing market. The Milan branch fortified its presence on the primary bond market in Italy and led several bond issues for financial institutions and corporates. Natixis once again positioned itself at the top of the league tables for financial institutions. Moreover, the bank renewed its leading position in infrastructure financing in Italy. It also participated in large financing transactions for Italian corporates, such as Pirelli and Exor.

V In northern Europe, the bank is active in financing UK-based projects, real estate in Germany and strategic finance and acquisitions throughout the region. In 2015 Natixis strengthened its activity in acquisition finance, particularly in London, and the bank led eight transactions in the United Kingdom, Scandinavia, Germany and the Benelux countries, posting one of its strongest ever yearly performances. Natixis was mandated as lead manager on headline deals in the renewable energies sector, including the offshore Galloper wind farm in the UK.

Natixis was also very active on the capital markets and stood out in the 2015 for its involvement on the covered bonds and RMBS (residential mortgage-backed securities) market in the UK and Nordic countries. In London, Natixis confirmed its positioning in the loan structuring.

V In the Middle East the Dubai branch commenced its partnership with Watan Invest in Saudi Arabia and bolstered its activities in Islamic finance. In particular, it was involved in the issue of a five-year sukuk (Islamic bond) for a total of $1 billion for the Islamic Development Bank. It also played a role in the financing to extend a desalination plant in the Oman Sultanate. In Turkey Natixis was mandated by five of the country’s major banks to structure their inaugural covered bond programs, and maintained its position as bank of choice for Turkish Airlines.

V On the African continent, 2015 was a year of selective growth in structured financing. On the capital markets the bank led a convertible bond issuance for a total of €1,116 million on behalf of Steinhoff International, and was the only French bank of the four associated bookrunners.

1.4.2.7 Other run-off activities

In 2008, Natixis established the GAPC division structure (Gestion Active des Portefeuilles Cantonnés – Workout Portfolio Management) in order to (i) isolate the assets that were most impacted by the crisis and that were no longer deemed to fi t the new strategic direction of Natixis, and (ii) progressively offl oad these assets by means of active management, ensuring the proper balance between speeding up the return of capital and the resale price of the assets.

The drastic run-off of assets led to the closure of GAPC on June 30, 2014. Since June 30, 2009, a portion of the GAPC portfolios has been covered by a guarantee from BPCE. The guarantee mechanism remains unchanged and will continue to apply to the residual RWA under the same conditions.

General mechanism of the guarantee

The guarantee, which was agreed in principle and announced in August 2009, was formally approved on November 12, 2009 by the corporate bodies of BPCE and of Natixis, with retroactive effect to July 1, 2009.

The guarantee covers credit assets, except for complex credit derivative portfolios and RMBS portfolios (fully sold on December 31, 2012) insured by US Agencies (FNMA known as Fannie Mae, FHLMC known as Freddie Mac) but including the hedging of risks linked to counterparties not providing collateral.

The general mechanism behind the guarantee is based on the establishment of:

i. two Total Return Swap agreements (TRS), one in dollars and the other in euros, covering 85% of the net value of the assets recognized in the trading portfolio and risks linked to counterparties not providing collateral. The purpose of these TRS is to transfer 85% of the gains or losses of the accounting units in which the assets are recognized at their fair value through profit or loss. On top of these two TRS, Natixis purchased an option from BPCE (the “Option”) allowing it, should it be exercised, to recover, in 10 years’ time, the capitalized net performance of the portfolios covered by the TRS and to terminate the TRS;

ii. a financial guarantee covering 85% of the nominal value of the assets recognized under IFRS as “Loans and receivables” (L&R) and “available-for-sale assets” (AFS), as determined at the effective date of the guarantee (i.e. June 30, 2009), less any amortization expensed prior to June 30, 2009.

Pursuant to the terms of this fi nancial guarantee, in the event of non-payment confi rmed on the scheduled contractual payment date of sums due in respect of any of the assets in the guaranteed portfolio, Natixis will be paid by BPCE from the fi rst euro up to 85% of the amount due. The payment will be made in the currency in which the defaulting asset is denominated. The expiry date of the guarantee granted to Natixis is that of the asset in the guaranteed portfolio with the longest maturity – currently April 28, 2099 –



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plus nine months (bearing in mind that this date may be brought forward to the date of termination of the guarantee in the event of a change in control at Natixis within the meaning of Article L.233-3 of the French Commercial Code). The expiry date of the fi nancial guarantee is the date from which Natixis is no longer required to pay over to BPCE the sums recovered on assets in the guaranteed portfolio having defaulted. It post-dates the expiry date of the guarantee by 15 years.

The guarantee covers portfolio assets held both by Natixis and by its subsidiaries, and agreements between Natixis and its subsidiaries have been put in place with respect to this mechanism.

Cost of the Guarantee

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