Obligation Natixis Global 3.75% ( FR0010154278 ) en EUR

Natixis Global

100 % ▼

France

FR0010154278 ( en EUR )

3.75% par an ( paiement annuel )

Perpétuelle

Prospectus brochure de l'obligation Natixis S.A FR0010154278 en EUR 3.75%, échéance Perpétuelle

1 000 EUR

300 000 000 EUR

25/01/2027 ( Dans 350 jours )

Natixis S.A. est une banque française spécialisée dans la gestion d'actifs, les services aux investisseurs et le financement, filiale du Groupe BPCE.

L'Obligation émise par Natixis Global ( France ) , en EUR, avec le code ISIN FR0010154278, paye un coupon de 3.75% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le Perpétuelle

Offering Circular dated 21 January 2005

NATEXIS BANQUES POPULAIRES
300,000,000 Undated Deeply Subordinated Floating Rate Notes
The Proceeds of Which Constitute Tier 1 Regulatory Capital
Issue Price: 100 per cent
The 300,000,000 Undated Deeply Subordinated Floating Rate Notes (the "Notes") of Natexis Banques
Populaires (the "Issuer") will be issued outside the Republic of France and, except as provided in "Terms and
Conditions of the Notes Interest and Interest Suspension" and "Terms and Conditions of the Notes Loss
Absorption and Return to Financial Health" below, will bear interest from and including 25 January 2005 (the
"Issue Date") at a floating rate per annum equal to the 10-year CMS Rate plus 1.00 per cent per annum, subject
to a minimum rate of interest of 3.75 per cent per annum and a maximum rate of interest per annum equal to 6
times the difference between the 10-year CMS Rate and the 2-year CMS Rate, payable annually in arrear on 25
January in each year, commencing on 25 January 2006 (See "Terms and Conditions of the Notes Interest and
Interest Suspension" herein).
For so long as the compulsory interest provisions do not apply, the Issuer may elect, and in certain
circumstances shall be required, not to pay interest falling due on the Notes on any Interest Payment Date (as
defined in "Terms and Conditions of the Notes Definitions" herein), with a view to allowing the Issuer to
ensure the continuity of its activities without weakening its financial structure. Any interest not paid on such
date shall be forfeited and no longer be due and payable by the Issuer (See "Terms and Conditions of the Notes
Interest and Interest Suspension" herein).
The Notes are undated and have no final maturity. The Notes may, at the option of the Issuer but subject to the
prior approval of the Secrétariat général of the Commission bancaire ("SGCB"), be redeemed (in whole but
not in part) on 25 January 2010 and on any Interest Payment Date thereafter. In addition, the Notes may, in
case of certain tax or regulatory events, be redeemed at any time (in whole but not in part), subject to the prior
approval of the SGCB. (See "Terms and Conditions of the Notes Redemption and Purchase" herein.). The
principal amount of the Notes may be written down if the Issuer incurs losses and certain regulatory capital
events occur, subject to restoration in certain cases described herein.
Application has been made to list the Notes on the Luxembourg Stock Exchange. The Notes have been
assigned a rating of "A2" by Moody's Investors Service, Inc. and "A-" by Standard & Poor's Ratings Group. A
rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension,
reduction or withdrawal at any time by the relevant rating agency.
See "Investment Considerations" below for certain information relevant to an investment in the Notes.
The Notes have been accepted for clearance through Euroclear France S.A. ("Euroclear France"), Clearstream
Banking, société anonyme ("Clearstream Luxembourg") and Euroclear Bank S.A./N.V., as operator of the
Euroclear System ("Euroclear"). The Notes will on the Issue Date be entered (inscription en compte) in the
books of Euroclear France which shall credit the accounts of the Account Holders (as defined in "Terms and
Conditions of the Notes - Form, Denomination and Title" below) including the depositary banks for Euroclear
and Clearstream, Luxembourg.
The Notes will be issued in bearer form in the denomination of 1,000 each. The Notes will at all times be
represented in book entry form (dématérialisé) in the books of the Account Holders in compliance with article
L.211-4 of the French Code monétaire et financier. No physical document of title will be issued in respect of
the Notes.
This Offering Circular has not been submitted to the approval of the Autorité des Marchés Financiers.

DEUTSCHE BANK
NATEXIS FUNDING
Global Coordinator and Structuring Adviser
Joint Lead Manager
Joint Lead Manager

DZ BANK AG
Co Lead Manager

The Issuer, having made all reasonable enquiries, confirms that this Offering Circular contains
all information with respect to the Issuer, the Issuer and its subsidiaries and affiliates taken as a
whole (the "Issuer Group") and the Notes which is material in the context of the issue and
offering of the Notes, that the statements contained in this Offering Circular relating to the
Issuer, the Issuer Group and the Notes are in every material respect true and accurate and not
misleading, that the opinions and intentions expressed in this Offering Circular with regard to
the Issuer and the Issuer Group are honestly held, have been reached after considering all
relevant circumstances and are based on reasonable assumptions, and that there are no other
facts in relation to the Issuer, the Issuer Group or the Notes the omission of which would, in the
context of the issue of the Notes, make any information or statement in this Offering Circular
misleading in any material respect and all reasonable enquiries have been made by the Issuer to
ascertain such facts and matters and to verify the accuracy of all such information and
statements. The Issuer accepts responsibility accordingly.
This Offering Circular does not constitute an offer of, or an invitation or solicitation by or on
behalf of the Issuer or the Managers (as defined in "Subscription and Sale" below) or any
affiliate of any of them to subscribe for or purchase, any Notes in any jurisdiction by any person
to whom it is unlawful to make such an offer, invitation or solicitation in such jurisdiction. The
distribution of this Offering Circular and the offering or sale of the Notes in certain
jurisdictions, including the United States, the United Kingdom and the Republic of France, may
be restricted by law. Persons into whose possession this Offering Circular comes are required
by the Issuer and the Managers to inform themselves about and to observe any such restrictions.
For a description of certain restrictions on offers and sales of Notes and distribution of this
Offering Circular, see "Subscription and Sale" below. No person is authorised to give any
information or to make any representation other than those contained in this Offering Circular in
connection with the issue or sale of the Notes and, if given or made, such information or
representation must not be relied upon as having been authorised by or on behalf of the Issuer or
the Managers. The delivery of this Offering Circular at any time does not imply that the
information contained in it is correct as at any time subsequent to its date. In making an
investment decision regarding the Notes, prospective investors must rely on their own
independent investigation and appraisal of the Issuer, its business and the terms of the offering,
including the merits and risks involved. The contents of this Offering Circular are not to be
construed as legal, business or tax advice. Each prospective investor should consult its own
advisers as to legal, tax, financial, credit and related aspects of an investment in the Notes. The
Managers have not separately verified the information contained herein. Accordingly, no
representation, warranty or undertaking, express or implied, is made and no responsibility or
liability is accepted by the Managers as to the accuracy or completeness of the information
contained or incorporated by reference in this Offering Circular or any other information
provided by the Issuer in connection with the Notes or their distribution.
This Offering Circular may only be used for the purposes for which it has been published.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as
amended (the "Securities Act"). Subject to certain exceptions, the Notes may not be offered or
sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in
Regulation S under the Securities Act ("Regulation S")).

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In this Offering Circular, unless otherwise specified or the context requires, references to "euro",
"EUR" and " " are to the single currency of the participating member states of the European
Economic and Monetary Union.
In connection with this issue, Deutsche Bank AG London (the "Stabilising Agent") or any
person acting for it may over-allot or effect transactions with a view to supporting the market
price of the Notes at a level higher than that which might otherwise prevail for a limited
period. However, there may be no obligation on the Stabilising Agent or any agent of the
Stabilising Agent to do this. Such stabilising, if commenced, may be discontinued at any time,
must be brought to an end after a limited period and will be carried out in compliance with all
applicable laws and regulations.

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TABLE OF CONTENTS
SUMMARY OF THE TERMS AND CONDITIONS OF THE NOTES................................... 5
INCORPORATION BY REFERENCE ..................................................................................11
INVESTMENT CONSIDERATIONS ................................................................................... 12
TERMS AND CONDITIONS OF THE NOTES ................................................................... 15
USE OF PROCEEDS............................................................................................................ 37
INFORMATION RELATING TO SOLVENCY RATIOS AND ISSUES OF SECURITIES
QUALIFYING AS TIER 1 .................................................................................................... 38
DESCRIPTION OF THE ISSUER GROUP ......................................................................... 44
RECENT DEVELOPMENTS ............................................................................................... 51
CAPITALISATION TA BL E OF T HE ISSUER .................................................................... 54
REPORT OF THE STATUTORY AUDITORS ON THE CONSOLIDATED ANNUAL
FINANCIAL STATEMENTS................................................................................................ 57
CONSOLIDATED ANNUAL FINANCIAL STATEMENTS OF THE ISSUER.................... 59
CONSOLIDATED FINANCIAL STATEMENTS OF THE ISSUER AS AT 30 JUNE 2004. 64
SUBSCRIPTION AND SALE ............................................................................................... 67
GENERAL INFORMATION ................................................................................................ 72

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SUMMARY OF THE TERMS AND CONDITIONS OF THE NOTES
The following summary is qualified in its entirety by the more detailed information included
elsewhere in this Offering Circular. Capitalised terms used but not defined in this summary
shall bear the respective meanings ascribed to them under "Terms and Conditions of the
Notes". Prospective investors should also consider carefully, amongst other things, the factors
set out under "Investment Considerations".
Issuer:
Natexis Banques Populaires
Description:
300,000,000 Undated Deeply Subordinated Floating Rate Notes
Joint Lead Managers:
Deutsche Bank AG London and Natexis Funding
Co Lead Manager:
DZ BANK AG Deutsche Zentral-Genossenschaftsbank,
Frankfurt am Main
Amount:
300,000,000
Issue Price:
100 per cent
Fiscal Agent and

Principal Paying Agent:
Banque Générale du Luxembourg S.A.
Paying Agent in

Luxembourg:
Banque Générale du Luxembourg S.A.
Paying Agent in Paris:
Natexis Banques Populaires
Luxembourg Listing

Agent:
Banque Générale du Luxembourg S.A.
Calculation Agent:
Banque Générale du Luxembourg S.A.
Denomination:
1,000
Maturity:
The Notes are undated perpetual obligations in respect of which
there is no fixed redemption date.
Status of the Notes:
The Notes are deeply subordinated notes issued pursuant to the
provisions of article L. 228-97 of the French Code de commerce,
as amended by law n° 2003-706 on financial security dated
1 August 2003.

The principal and interest on the Notes (which constitute
obligations under French law) are direct, unconditional,
unsecured and deeply subordinated obligations of the Issuer and
rank and will rank pari passu among themselves and with all
other present and future Deeply Subordinated Obligations and
Support Agreement Claims but shall be subordinated to the

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present and future prêts participatifs granted to the Issuer and
present and future titres participatifs, Ordinarily Subordinated
Obligations and Unsubordinated Obligations of the Issuer. In the
event of liquidation, the Notes shall rank in priority to any
payments to holders of any classes of share capital and of any
other equity securities issued by the Issuer.
There will be no limitations on issuing debt, at the level of the
Issuer or of any consolidated subsidiaries.
Regulatory Treatment:
The proceeds of the issue of the Notes will be treated, for
regulatory purposes, as consolidated fonds propres de base for
the Issuer. Fonds propres de base ("Tier 1 Capital") shall have
the meaning given to it in Article 2 of Règlement n° 90-02 dated
23 February 1990, as amended, of the Comité de la
Réglementation Bancaire et Financière (the "CRBF
Regulation"), or otherwise recognised as fonds propres de base
by the Secrétariat général de la Commission bancaire
("SGCB"). The CRBF Regulation should be read in conjunction
with the press release of the Bank for International Settlements
dated 27
October
1998 concerning instruments eligible for
inclusion in Tier 1 Capital (the "BIS Press Release"). The
French language version of the BIS Press Release is attached to
the report published annually by the SGCB entitled "Modalités
de calcul du ratio international de solvabilité".
Negative Pledge:
There is no negative pledge in respect of the Notes.
Events of Default:
There will be no events of default in respect of the Notes, except
in the case of liquidation of the Issuer.
Interest:
Each Note bears interest on its Current Principal Amount from
and including the Issue Date at a floating rate per annum equal to
the 10-year CMS Rate plus 1.00 per cent per annum, subject to a
minimum rate of interest of 3.75 per cent per annum and a
maximum rate of interest per annum equal to 6 times the
difference between the 10-year CMS Rate and the 2-year CMS
Rate, payable annually in arrear on 25 January in each year,
commencing on 25 January 2006.

Payment of interest will only be compulsory on a Compulsory
Interest Payment Date.

For so long as the compulsory interest provisions do not apply,
the Issuer may elect not to pay interest on any Optional Interest
Payment Date, in particular with a view to allowing the Issuer to
ensure the continuity of its activities without weakening its
financial structure. Any interest not paid on an Optional Interest

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Payment Date shall be forfeited and no longer be due and
payable by the Issuer.

Payment of interest will be automatically suspended upon the
occurrence of a Supervisory Event, unless such interest is
compulsorily due. The amount of Accrued Interest may be
reduced following a Supervisory Event.
Compulsory Interest

Payment Date:
Compulsory Interest Payment Date means each Interest Payment
Date as to which at any time during a period of one year prior to
such Interest Payment Date:
(a)
the Issuer has declared or paid a dividend (whether in
cash, shares or any other form but excluding a dividend
paid in newly issued shares), or more generally made a
payment of any nature, on any class of share capital or on
other equity securities issued by the Issuer, in each case to
the extent categorised as Tier 1 Capital, or on Deeply
Subordinated Obligations or under any Support
Agreement, unless such payment on Deeply Subordinated
Obligations or under Support Agreements was required to
be made as a result of a dividend or other payment having
been made on any class of share capital or on other equity
securities issued by the Issuer; or
(b)
any subsidiary of the Issuer has declared or paid a
dividend on any Parity Securities, unless such dividend
was required to be paid as a result of a dividend or other
payment having been made on any class of share capital
or on other equity securities issued by the Issuer or on
any other Parity Securities,
provided, however, that if a Supervisory Event occurred during
the Interest Period immediately preceding such Interest Payment
Date, such Interest Payment Date shall only be a Compulsory
Interest Payment Date if such Supervisory Event had occurred
prior to the relevant event described in sub-paragraph (a) or (b)
above.

Loss Absorption Upon
Supervisory Event:
The amount of Accrued Interest, if any, and thereafter, if
necessary, of the Current Principal Amount of the Notes may be
reduced following a Supervisory Event (unless the Issuer first
completes a capital increase), on the occasion of the publication
of each set of consolidated half year results, so as to enable the
Issuer to absorb losses in order to ensure the continuity of its

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activities.
Supervisory Event:
Supervisory Event means the first date on which either of the
following events occurs:
(a) the risk-based consolidated capital ratio of the Issuer and
its consolidated subsidiaries, calculated in accordance with
the Applicable Banking Regulations, falls below the
minimum percentage required in accordance with
Applicable Banking Regulations; or
(b) the notification by the SGCB to the Issuer, that it has
determined, in its sole discretion, in view of the
deteriorating financial condition of the Issuer, that the
foregoing clause (a) would apply in the near term.

End of Supervisory
Event:
End of Supervisory Event means, following a Supervisory
Event, the first date on which either of the following events
occurs:
(a) if the Supervisory Event occurred pursuant to paragraph (a)
of the definition of Supervisory Event, the risk-based
consolidated capital ratio of the Issuer and its consolidated
subsidiaries, calculated in accordance with the Applicable
Banking Regulations, complies with the minimum
percentage required in accordance with Applicable Banking
Regulations; or
(b) if the Supervisory Event occurred pursuant to paragraph (b)
of the definition of Supervisory Event, the notification by the
SGCB to the Issuer that it has determined, in its sole
discretion, in view of the financial condition of the Issuer,
that the circumstances which resulted in the Supervisory
Event have ended.

Return to Financial
Health:
Return to Financial Health means a positive Consolidated Net
Income recorded for at least two consecutive financial years
following the End of Supervisory Event. The Current Principal
Amount of the Notes shall be reinstated following a Return to
Financial Health, to the extent any such reinstatement does not
trigger the occurrence of a Supervisory Event.
Whether or not a Return to Financial Health has occurred, the
Issuer shall increase the Current Principal Amount of the Notes
up to the Original Principal Amount in certain circumstances,
including payment of dividends on share capital, redemption of

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the Notes or liquidation of the Issuer.
Early Redemption:
The Notes may be redeemed at par (in whole but not in part) on
25 January 2010 and on any Interest Payment Date thereafter, at
the option of the Issuer. Any such redemption will be at the
Original Principal Amount.

The Issuer will also have the right, and in certain circumstances
the obligation, to redeem the Notes at par at any time (in whole
but not in part) in case of imposition of withholding tax, in case
of loss of deductibility for corporate income tax purposes and in
case of loss of Tier 1 Capital status. Any such redemption will
be at the Original Principal Amount.

Any early redemption is subject to the prior approval of the
SGCB.
Taxation:
The Notes will, upon issue, benefit from an exemption from
deduction for withholding tax. If French law shall require any
such deduction, the Issuer shall, to the extent permitted by law
and subject to certain exceptions, pay additional amounts.

Representation of
Noteholders:
The Noteholders will be grouped automatically for the defence
of their respective common interests in a masse governed by the
provisions of the French Code de commerce and by French
décret no. 67-236 of 23 March 1967 subject to certain exceptions
and provisions.
Form of Notes:
The Notes will, upon issue on 25 January 2005, be entered in the
books of Euroclear France which shall credit the accounts of the
Account Holders including the depositary bank for Clearstream
Luxembourg and Euroclear.

The Notes will be issued in bearer dematerialised form (au
porteur) and will at all times be represented in book entry form
in compliance with article L.211-4 of the Code monétaire et
financier.
Listing:
Application has been made to list the Notes on the Luxembourg
Stock Exchange.
Selling Restrictions:
There are restrictions on the sale of the Notes and the
distribution of offering material in various jurisdictions.
Ratings:
The Notes have been assigned a rating of "A2" by Moody's
Investors Service, Inc. and "A-" by Standard & Poor's Ratings
Group. A rating is not a recommendation to buy, sell or hold

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securities and may be subject to revision, suspension, reduction
or withdrawal at any time by the relevant rating agency.
Governing Law:
French law

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