NATIXIS : NATIXIS : Share capital increase reserved for employees under the Natixis employee savings plan

 NATIXIS : NATIXIS : Share capital increase reserved for employees under the
                        Natixis employee savings plan

Paris, April 04, 2013

   Share capital increase reserved for employees under the Natixis employee
                                savings plans


Information document in accordance with articles 212-4 5° and 212-5 6° of the
 general regulations of the Autorité des Marchés Financiers (French Financial
 Market Authority or AMF), article 14 and Appendix IV of the AMF Instruction
                        n°2005-11 of December 13, 2005

                           Code ISIN: FR0000120685



Natixis S.A.  (the  Company) is  launching  "Mauve  2013" -  a  share  capital 
increase reserved for employees under the Natixis employee savings plans  (the 

    Authorisation of the Offer

The  combined  shareholders'  meeting  of  May  26,  2011,  in  its  twentieth 
resolution, delegated authority to  the board of directors  of the Company  to 
increase the share capital of the Company in one or several instalments, to  a 
maximum nominal  amount of  forty-eight (48)  million Euros  by the  issue  of 
shares or other share-related securities, reserved for employees of French and
foreign companies, within the scope of the Company's consolidated or  combined 
financial statements pursuant to article  L.3344-1 of the French Labour  Code, 
which are members of a company or group employee savings plan.

    Duration of the authorisation granted by the combined shareholders'

The authorisation lasts for  twenty-six months starting from  the date of  the 
combined shareholders' meeting on May 26, 2011.

    Maximum number of shares that can be issued

A maximum number of  30,000,000 ordinary shares of  the Company (the  Shares), 
representing a nominal  value of  48,000,000 Euros,  can be  issued under  the 

    Decisions to launch the Offer

The Company's board of directors, as authorised, decided on February 17,  2013 
to proceed with  a share  capital increase reserved  for employees  up to  the 
maximum amount authorised by the combined shareholders' meeting.


    Reasons for the Offer

The purpose of  the Offer  is to give  Natixis' employees  the opportunity  to 
participate in Natixis' development and results by investing in Shares through
a company mutual fund (Fonds Commun  de Placement d'Entreprise or FCPE)  under 
the conditions set out below.

    Beneficiaries of the Offer

The scope of  the Offer extends  to the companies  within Natixis  Integrated, 
i.e. Natixis S.A. and its subsidiaries of the following businesses:  Wholesale 
Banking, Investment Solutions  and Specialised  Financial Services  (excluding 
financial participations, like Coface and its subsidiaries), which are members
of the  Natixis  employee savings  plan  (PES) or  the  Natixis  international 
employee savings plan  (PESI). The members  of the PES  have their  registered 
office or  establishment in  France and  the members  of the  PESI have  their 
registered office or  establishment in  Hong Kong, Luxembourg  and the  United 

The beneficiaries of the Offer are (i)  employees who have, on June 30,  2013, 
an employment contract with a company member of the PES or PESI and a  minimum 
three-month service  with the  Natixis Group  on that  date and  (ii)  retired 
employees and employees  on early retirement,  having assets in  the PES  (the 

    Investment formulas

The Beneficiaries  can  subscribe  for  shares through  two  FCPEs  under  two 
proposed investment  formulae: a  classic formula  and a  guaranteed  formula. 
Under the classic  formula, the Beneficiaries  who hold units  in the  classic 
FCPE will  be exposed  to  the Natixis  share  price fluctuations.  Under  the 
guaranteed formula, the Beneficiaries  who hold units  in the guaranteed  FCPE 
will receive, at maturity or in case of an early release, at least the  amount 
of their initial investment, plus a percentage on the potential performance of
the Natixis share.

The features of the two formulas are detailed in the information brochure, the
reservation form and the key investor information documents (KIID) provided to
the Beneficiaries of the Offer.

    Overall and individual limits

The Offer  is  subject  to  the  overall  limit  authorised  by  the  combined 
shareholders' meeting of  May 26,  2011, i.e.  a nominal  value of  48,000,000 
Euros. If  the  subscription  commitments of  the  Beneficiaries  exceed  this 
overall limit, they will be reduced  by scaling back the highest  reservations 
to comply with the overall limit.

The information brochure  and the  reservation form indicate  the minimum  and 
maximum amounts that each  Beneficiary is allowed to  invest in the Offer.  In 
any case, he/she cannot invest, in accordance  with the PES and PESI rules  as 
well as article L.3332-10 of  the French Labour Code,  more than a quarter  of 
his/her gross annual remuneration received in 2012.

    Methods to determine the subscription price

The amount required to subscribe for a Share (the Subscription Price)  through 
the FCPE will  be equal to  the average  opening Natixis share  price on  NYSE 
Euronext Paris during  the twenty  (20) trading  days preceding  the date  the 
Chief Executive  Officer  sets  the  subscription  period,  acting  under  the 
delegated authority  of the  board  of directors,  minus  a 20%  discount  and 
rounded up to the nearest cent.

    Subscription period

The reservation period to participate in the Offer will be open from April 25,
2013 to  May 16,  2013 inclusive  (the Reservation  Period). The  Subscription 
Price will be unknown during the Reservation Period.

The Subscription  Price  is  anticipated to  be  set  on June  25,  2013.  The 
Subscription Price  will  be communicated  to  the Beneficiaries  as  soon  as 
possible after the Subscription Price has been set.

Once the Beneficiaries  have been made  aware of the  Subscription Price,  the 
Beneficiaries will be  allowed to  revoke their whole  reservation during  the 
subscription-revocation period (currently scheduled from  June 26 to June  30, 
2013 inclusive).  Provided  no  revocation  form  from  the  Beneficiaries  is 
received by the Company by June 30, 2013 at 11h59 pm (Paris time zone) at  the 
latest, the reservation will become a definite and irrevocable subscription to
the Offer.

The share capital increase is scheduled to take place on July 25, 2013.

The dates are  indicative and will  be fixed by  the Chief Executive  Officer, 
acting under the delegated authority of the board of directors.

    Lock-in period

The units of the FCPEs invested in Shares, held by the Beneficiaries, will  be 
subject to a lock-in period  until May 2^nd 2018, except  in case of an  early 
release authorised by  the law  pursuant to  article R.3324-22  of the  French 
Labour code.


Admission to trading on a regulated market

Admission of newly issued Shares on  the Eurolist market ("Compartment A")  of 
NYSE Euronext Paris will  be requested from their  issuance scheduled on  July 
25, 2013.

From the admission to trading on this market, the Shares will rank equally  to 
the existing shares of the Company already admitted on this market and will be
traded on the same line under the ISIN code: FR0000120685.

Nature, class of the Shares and rights attaching to the Shares

The newly issued Shares will be the Company's ordinary shares, and shall  rank 
equally in all  respects with  existing shares in  issue (i.e.  will be  fully 
fungible with existing ones). They will carry rights to dividends from January
1^st 2013 and will be entitled to dividends distributed for the financial year
ending December 31, 2013.

The voting rights attached to the Shares will be exercised by the  supervisory 
boards of the FCPEs.

Other rights attached to the Shares are detailed in the Company's Articles  of 


The maximum amount of the share capital increase will be the number of  Shares 
subscribed for by employees through the  FCPEs under the Offer, multiplied  by 
the Subscription Price.


The mechanism of the guaranteed formula requires some hedging transactions  to 
be performed starting from the date of this document and continuing throughout
the Offer period.


The share capital increase carried out under the Mauve 2013 Offer is a private
offer reserved for  Natixis employees.  This document does  not constitute  an 
offer to sell or a form  of solicitation for the subscription of  transferable 

Shares available for subscription through the FCPE under the Offer are not the
subject of  any recommendation  from the  governmental market  authorities  or 
regulatory authorities. No advice or recommendation of investment is  provided 
by the Company or by a local  employer. The investment decision is a  personal 
one made by each Beneficiary, taking into account his/her financial resources,
investment objectives, personal tax  situation, other investment  alternatives 
and the fact that the value of a listed share may fluctuate. Beneficiaries are
invited to  consider their  investment portfolio's  diversification to  ensure 
that the risk is not excessively concentrated into a single investment.

The Company  does  not undertake  to  release or  revise  the  forward-looking 
statements contained  in  this  document or  inform  Beneficiaries  about  any 
changes in the conditions or circumstances related to the information provided
in this document.


For any further information on the Company or the Offer, employees are invited
to consult the dedicated section on the Company's intranet site, Intranatixis,
from April 08, 2013.

Share capital increase reserved for employees


This announcement is distributed by Thomson Reuters on behalf of Thomson
Reuters clients.

The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other
applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of
information contained therein.

Source: NATIXIS via Thomson Reuters ONE
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