The team at Norton Rose Fulbright has 'unparalleled expertise in aviation' and handles a variety of instructions in the sector including matters that arise in the commercial, corporate, competition, antitrust, regulatory spaces, with particular expertise in aviation disputes. 5.         REPORT OF THE INDEPENDANT EXPERT PURSUANT TO ARTICLE 261-1 OF THE AMF’S GENERAL REGULATION. Gestion des cookies, Aide et accessibilité The committee further notes that the Offeror is offering Natixis shareholders who tender their Shares to the Offer the opportunity to obtain immediate liquidity for their entire shareholding at a price per Share representing a 16% premium to the closing price of the Share on February 5, 2021, a 40% premium to the volume weighted average trading price of the Share over the sixty-day period preceding this date, a 62% premium to the volume weighted average trading price of the Share over the 120-day period preceding this date and a 66% premium to the volume weighted average trading price of the Share over the 180-day period preceding this date. 5 As of the date of this Press Release, the percentage of the Company’s share capital not held by BPCE is equal to 29.4% of the Company’s share capital. The Offeror intends to implement a squeeze-out procedure for the Company’s Shares not tendered in the Offer, after the closing of the Offer, in accordance with Articles L. 433-4 II of the French Monetary and Financial Code and 237-1 et seq. The ad hoc committee reminds that the independent expert and the financial advisor to the ad hoc committee carried out an analysis of the elements of price appraisal mentioned in the Draft Offer Document and that this analysis is included in the independent expert’s report, inter alia.                        ii.            Monitoring of the work of the independent expert by the ad hoc committee. Prior to the opening of the Offer, the AMF will publish a notice of opening and the timetable of the Offer and Euronext Paris will publish a notice setting out the content of the Offer and specifying the timetable and terms of its completion. 9,642 Free Shares granted under the “PAGA 2019 - Tranche 2’ plan lapsed following the departure of certain beneficiaries; 16,124 Free Shares granted under the “PAGA 2020 - Tranche 1” plan lapsed following the departure of certain beneficiaries; and. He is an Associate in the Paris office, supporting the Team in asset management monitoring and the execution of primary fund investments and direct investments / co-investments in real estate markets of Europe and Asia. The Offer is not directed at persons subject to such restrictions, either directly or indirectly, and is not likely to be accepted from a country where the Offer would be subject to such restrictions. In such a case, the squeeze-out would relate to Natixis shares other than those held by the Offeror or assimilated to them (including in particular the Shares subject to the liquidity mechanisms described in section 1.3.5 of this Press Release). It is in the context of this reorganization that BPCE has informed the market, in its press release published on February 9, 2021, of its intention to file this Offer and to acquire the 29.3 %5 of the Company’s share capital that BPCE does not hold. In the event of implementation, as the case may be, of the squeeze-out, the Shares subject to the liquidity mechanisms described above will be assimilated to the Shares held by the Offeror in accordance with Article L. 233-9 I, 4° of the French Commercial Code, and will not be subject to the said squeeze-out but they will be transferred to the Offeror in the future as part of the Liquidity Agreement, subject to its execution by the relevant beneficiary or holder. Découvrez nos cadeaux d’entreprises ! Following the meeting of February 9, 2021, the ad hoc committee continued its work and met 4 times, always in the presence of the independent expert. 8 Dividend proposed by Natixis for year 2020: 0.06 euro per Share. On each occasion, it ensured that the independent expert kept being provided with all the information needed to carry out its mission: Further details on the interactions between the members of the ad hoc committee and the independent expert are provided in a comprehensive manner in the report of Ledouble. To the extent that information concerning these purchases or these provisions is made public in France, it will also be made public by means of a press release or any other means that informs the U.S. shareholders of Natixis, at the following address: www.natixis.com. In addition, the Offeror is offering to the beneficiaries of the Free Shares and holders of Non-Transferable Shares to enter into put and call options of their Free Shares and Non-Transferable Shares in order to enable them to benefit from cash liquidity for those Free Shares and Non-Transferable Shares that could not be tendered to the Offer. BPCE Group, whose central body is the company BPCE S.A., is the second largest banking group in France and is supported by two networks of cooperative, autonomous and complementary commercial banks: the fourteen Banques Populaires and the fifteen Caisses d’Epargne (“Groupe BPCE”). The “Availability Date” shall correspond to the day on which the Shares subject to a Liquidity Agreement will become transferable as a result of (i) the expiry of the acquisition period, the holding period (if applicable), or, as the case may be, the tax holding period, or (ii) the termination of duties in respect of which the holder of such Shares was subject to a holding commitment. Offeror’s and Natixis’ financial advisory affiliates may engage in ordinary trading activities in Natixis securities, which may include making purchases or arranging for the making of certain arrangements for the purchase of such securities. The put and call options may, however, only be exercised in the event that the Offeror is in a position to implement a squeeze-out following the Offer, pursuant to Articles L. 433-4 II of the French Monetary and Financial Code and 237-1 et seq. 6.         PROVISION OF COMPANY’S OTHER INFORMATION. In accordance with Article 223-11 of the AMF’s General Regulation, the total number of voting rights is calculated on the basis of all shares to which voting rights are attached, including shares without voting rights. The ad hoc committee notes that the independent expert had access, in the course of his mission, to the forecast data that the Company considers relevant. Notre ambition : nous dépasser collectivement pour mieux... Natixis Payments Solutions (NPS) est un leader des solutions de paiement. On the proposal of the ad hoc committee, the board of directors appointed at its meeting of February 9, 2021, on the basis of Article 261-1, I, 1°, 2° and 4° and II of the AMF’s General Regulation, the firm Ledouble, represented by Mrs. Agnès Piniot and Mr. Sébastien Sancho, as independent expert in charge of preparing a report on the financial terms of the Offer. The figures presented provide an overview of the outstanding amount; shares canceled since their grant date as a result of the application of the terms and conditions of the relevant plans are therefore excluded. In the course of this meeting, the board of directors was informed of the main characteristics of the proposed Offer (the “Project”) and of the preliminary considerations of the ad hoc committee before positively welcoming the Project and approving the wording of the Company’s press release of February 9, 2021 following the announcement by the Offeror of its intention to submit the proposed Offer. In accordance with Article 231-28 of the AMF’s General Regulation, a description of the legal, financial and accounting characteristics of Natixis will be filed with the AMF and made available to the public, under the same conditions, no later than the day preceding the opening of the offer. The Draft Offer Document indicates that, in accordance with Articles L. 433-4 II of the French Monetary and Financial Code and 237-1 et seq. Any dispute or litigation of any nature whatsoever relating to this Offer will be brought before the competent courts. Stage; Expérience : ... Natixis Wealth Management est implantée en France et intervient également au Luxembourg. On 15 March 2021, the ad hoc committee finalized its recommendation to the board of directors in light of the independent expert’s report and the receipt of correspondence from certain shareholders following the public announcement of the Offer. On each occasion, the ad hoc committee ensured in particular that the independent expert was provided with all the information needed to carry out its mission and that it was able to carry out its work under satisfactory conditions. The independent expert also reminds that it has responded to the observations of the minority shareholders by specifying in particular that: Finally, with regard to the related agreements and transactions, the independent expert notes that “the Related Agreements and Transactions do not have any impact on our assessment of the fairness of the Offer Price.”. The board of directors takes note of (i) the terms of the Offer and the elements of appraisal of the Offer price set out in the Draft Offer Document, (ii) the reasons and intentions of the Offeror and the valuation elements prepared by JP Morgan (France) as set out in the Draft Offer Document, (iii) the work and recommendations of the ad hoc committee and its favourable opinion on the Offer and (iv) the conclusions of the independent expert. Eurogifts, c’est 40 ans d’expérience dans le domaine des cadeaux d’affaires et objets publicitaires, des produits des plus économiques aux plus luxueux, un système de commande en ligne facile. The Chairman of the ad hoc committee then invites Mrs. Agnès Piniot and Mr. Sébastien Sancho to present the conclusions of the report prepared by Ledouble under the supervision of the ad hoc committee in accordance with the provisions of Article 261-1, III of the AMF’s General Regulation and the AMF’s Instruction 2006-15 on independent appraisals in the context of financial transactions. U.S. shareholders of Natixis may not be able to sue proceedings in a court outside the United States against a non-U.S. company or its officers or directors alleging violations of U.S. securities laws. The ad hoc committee notes that, according to the report prepared by Ledouble and the multi-criteria analysis carried out by the independent expert, the Offer price proposed by the Offeror is fair from a financial perspective to the shareholders of the Company, including in view of the implementation of a squeeze-out. of the AMF’s General Regulation. Pursuant to Articles 261-1, I, 1°, 2° and 4° and II of the AMF’s General Regulation, Ledouble, represented by Mrs. Agnès Piniot and Mr. Sébastien Sancho, was appointed as an independent expert by the Company’s board of directors on February 9, 2021 in order to prepare a report on the financial terms of the Offer and the squeeze-out. The Chairman reminds the members of the board of directors that following this presentation, the independent members of the board of directors agreed to form an ad hoc committee. 2.         REASONED OPINION OF THE COMPANY’S BOARD OF DIRECTORS. In accordance with the provisions of Article 231-13 of the AMF’s General Regulation, on February 10, 2021, JPMorgan Chase Bank, N.A., Paris branch (the “Presenting Institution”), as presenting institution of the Offer, filed the Offer and the Draft Offer Document with the AMF on behalf of the Offeror. 1.2           Reasons for the Offer. It is a major actor in asset management, insurance, wholesale banking and specialized financial services. The Offer is part of a desire to simplify Groupe BPCE’s operations as part of the preparation of its strategic plan. Accordingly, the Offer will be subject to certain procedural rules, in particular those relating to the timing of the settlement, waiver of conditions and payment dates, which are different from U.S. rules and procedures relating to public offers. Faites confiance à un expert pour offrir de la visibilité à votre marque. the provisions of Article L. 225-197-1 II of the French Commercial Code, pursuant to which the board of directors of Natixis has imposed on the corporate officers of Natixis a commitment to retain their securities until the termination of their duties. In accordance with the provisions of Articles 231-13 and 231-18 of the AMF’s General Regulation, the Presenting Institution, acting on behalf of the Offeror, filed the draft Offer with the AMF on February 10, 2021. The Offeror indicated in the Draft Offer Document that it is not acting in concert with any third party or shareholder of the Company. It may be difficult for U.S. shareholders of Natixis to enforce their rights and claims under U.S. federal securities laws, since the Offeror and Natixis are companies with their respective headquarters outside the United States of America and all or some of their respective officers and directors are residents of countries other than the United States of America. The conclusion of this report, dated March 15, 2021, is reproduced below: “As a result of our valuation of the Share: This report is reproduced in its entirety in Section 7 of the Draft Response Document and forms an integral part of the Draft Response Document. The reasons for this non-transferability are detailed below. 12 As of the date of this Draft Response Document, approximatively 400 beneficiaries hold Free Shares and/or Non-Transferable Shares. Cabinet d’avocats spécialisé en droit pénal recherche un/une stagiaire élève avocat disponible à temps plein pour six mois en stage final. Only the Presenting Institution guarantees the content and the irrevocable nature of the undertakings made by the Offeror as part of the Offer. As of the date of the Draft Response Document, BPCE holds 2,227,221,174 Shares and the same number of theoretical voting rights representing 70.53% of the capital and theoretical voting rights of the Company9. NATIXIS press release dated march 15, 2021 relating to the filing of the draft response document prepared by natixis. 15 Mr. Laurent Mignon holds 96,500 Non-Transferable Shares for which a Liquidity Agreement may be entered into with the Offeror. Persons coming into possession of the Draft Offer Document, the Draft Response Document and/or the Press Release are required to inform themselves of any restriction that may apply to them and to comply with them. The terms and conditions of the Offer are detailed in section 1.3.2 of the Draft Response Document. During the same meeting, the board of directors, acting by unanimity of its members, having taken note of the preliminary conclusions of the ad hoc committee, positively welcomed the Offer and approved the management’s assumption that the main consolidated indicators of the 2021-2023 consensus are an upper limit compared to the 2024 consolidated target indicators expected under the strategic plan to be announced in June 2021, in order to confirm to the independent expert that it could rely on these elements in the context of its work. Elle accompagne et conseille sa propre clientèle d'entreprises, d'institutions financières et d'investisseurs institutionnels, ainsi que les clients des réseaux du Groupe BPCE.Nous cultivons l'esprit d'entreprendre dans tous nos métiers pour proposer à nos clients des services et solutions toujours plus innovants. the Offer has not been subject to any other registration or visa application with any financial market regulatory authority outside of France and no steps will be taken for such registration or visa ; the Draft Offer Document and the other documents relating to the Offer do not constitute an offer to sell or purchase securities or a solicitation of such an offer in any other country in which such offer or solicitation is unlawful or at any person to whom such offer or solicitation could not validly be made ; the Company’s shareholders located outside France may not take part in the Offer unless the foreign law to which they are subject allows them to do so. In general, the ad hoc committee pointed out to the independent expert, for the purpose of preparing its report, the following elements, specific to the context and the Offer, which it considered to be of particular importance and which it also took into account in preparing its recommendation: The ad hoc committee also notes that the intentions of the Initiator, as described in the Draft Offer Document, are as follows: Having taken note of the above, the ad hoc committee confirms that the Offer is in the interests of the Company. The non-voting member (censeur) of the board of directors was also invited to the meetings of the ad hoc committee. The Offer will be open for a period of twenty (20) trading days corresponding to twenty (20) business days in the United States. Trouvez la boutique SFR la plus proche et découvrez notre sélection de smartphones, accessoires, offres internet et mobiles ainsi que nos autres bons plans. Loomis, Sayles & Company, an affiliate of Natixis Investment Managers, announced today that Chris Yiannakou has been named head of Loomis Sayles Investments Limited (LSIL), Loomis Sayles’ London-based entity. China reduced taxes and administrative fees by more than 2.6 trillion yuan last year, a record high, after cutting them by 2.36 trillion yuan in … The ad hoc committee also indicates that it was not informed of or noted any elements that might question the effective conduct of the independent expert’s work. of the AMF’s General Regulation. The ad hoc committee further notes that the Offer price is below the Company’s net book value while still being close to Natixis’ tangible net assets. Natixis Wealth Management fait partie du Groupe BPCE, 2ème acteur... Natixis Assurances conçoit et gère une offre complète de solutions d'assurances de personnes et d'assurances non vie pour les particuliers grand public et gestion privée, les professionnels,... Because you deserve much more than just a job The board of directors thus delivered the following reasoned opinion, acting by unanimity of its members, including its independent members: “Summary of the work performed, conclusions of the independent expert and recommendation of the ad hoc committee. The members of the ad hoc committee met by videoconference: At its meeting held on February 9, 2021, the board of directors decided to ratify and formally approve the constitution of the ad hoc committee in accordance with Article 261-1, III of the AMF’s General Regulation and the AMF’s Instruction 2006-15 relating to independent appraisals in the context of financial transactions and invited the ad hoc committee to continue its mission under stock exchange regulations in connection with the Offer. Quilvest Capital Partners. 13 The term “PAGA” refers to free performance share plans; the term “PMP” refers to the Payment business Plan; the term “CDG” refers to the senior management committee. The ad hoc committee also notes that the Offeror has indicated that it does not intend to merge with Natixis and that the Offer will have no impact on the legal organisation of the Company, subject to the possibility of implementing a direct linkage of the Company’s Insurance and Payments businesses to the Offeror, it being specified that the study of such a linkage will not be conditional on the success of the Offer. 1.5           Indicative timetable of the Offer. 11 See section 1.3.5 of this Press Release. Aviation Tier 1 . Navigation complémentaire The Offer follows the publication by BPCE on February 9, 2021 of a press release announcing that Groupe BPCE is studying a simplification of its organization and an evolution of its model. the Company’s Draft Response Document, prepared in accordance with Article 231-19 of the AMF’s General Regulation. The Chairman reminds the members of the board of directors that the main terms of BPCE’s proposed public offer for the Company’s shares (the "Offer") were presented to the Strategy Committee of the board of directors on January 15, 2021. A notice of filing was published by the AMF on its website (www.amf-france.org) on February 10, 20217. Failure to comply with these restrictions may constitute a violation of the applicable stock exchange and/or securities laws and regulations in any of these jurisdictions. of the AMF’s General Regulation, BPCE, a limited liability corporation (société anonyme avec directoire et conseil de surveillance) with a share capital of EUR 173,613,700, having its registered office at 50 avenue Pierre Mendès France, 75013 Paris, registered with the Paris Trade and Companies Register under number 493 455 042 (hereafter, “BPCE” or the “Offeror”), makes an irrevocable offer to the holders of shares of the company Natixis, a limited liability corporation (société anonyme à conseil d’administration) with a share capital of EUR 5,052,644,851.20, having its registered office at 30 avenue Pierre Mendès France, 75013 Paris, registered with the Paris Trade and Companies Register under number 542 044 524 (the “Company” or “Natixis”), the shares of which are traded on the compartment A of the Euronext Paris regulated market under ISIN Code FR0000120685, ticker symbol “KN” (the “Shares”), to acquire all the Shares that BPCE does not hold directly or indirectly on the date of the draft offer document prepared by BPCE and filed with the AMF (the “Draft Offer Document”) at the unit price of EUR 4.00 (dividend coupon attached1) (the “Offer Price”), as part of a simplified tender offer, the terms and conditions of which are further described in the Draft Offer Document (the “Offer”).