Obligation Natixis Global 4% ( XS1737178654 ) en USD

Natixis Global

100 % ⇌

France

XS1737178654 ( en USD )

4% par an ( paiement annuel )

28/03/2028

Prospectus brochure de l'obligation Natixis S.A XS1737178654 en USD 4%, échéance 28/03/2028

29/03/2026 ( Dans 47 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 USD, avec le code ISIN XS1737178654, paye un coupon de 4% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 28/03/2028

NATIXIS
(a public limited liability company (société anonyme) incorporated in France)
as Issuer and Guarantor
and
NATIXIS STRUCTURED ISSUANCE SA
(a public limited liability company (société anonyme) incorporated in the Grand Duchy of Luxembourg)
as Issuer
Euro 20,000,000,000
Debt Issuance Programme
Natixis Structured Issuance SA (Natixis Structured Issuance) and NATIXIS (NATIXIS, and together with Natixis Structured Issuance, the Issuers, and each
an Issuer), subject to compliance with all relevant laws, regulations and directives, may from time to time issue debt securities (the Notes) under the Debt Issuance
Programme (the Programme) described in this base prospectus (the Base Prospectus). When securities to be issued pursuant to this Base Prospectus are qualified
as "certificates", any reference in the relevant section of this Base Prospectus and/or in the applicable Final Terms to "Notes" and "Noteholders" shall be deemed
to be a reference to "Certificates" and "Certificateholders" respectively. Subject to compliance with all relevant laws, regulations and directives, the Notes may
have no minimum maturity and/or no maximum maturity. In addition, Notes may be issued which have no fixed maturity date (Open-ended Notes). On or after
the date of this Base Prospectus, the aggregate principal amount of Notes outstanding will not at any time exceed Euro 20,000,000,000 (or its equivalent in other
currencies).
The Notes may be governed by English law (English Law Notes) or French law (French Law Notes), as specified in the applicable Final Terms, and the
corresponding provisions in the terms and conditions will apply to such Notes.
Natixis Structured Issuance is a wholly-owned, indirect subsidiary of NATIXIS. Natixis Structured Issuance has the benefit of an irrevocable and unconditional
guarantee given by NATIXIS (in such capacity, the Guarantor) to Natixis Structured Issuance, namely the NATIXIS Guarantee (as defined and described in
"Description of the Issuers 2. Description of Natixis Structured Issuance (h) NATIXIS Guarantee"). Issues of Notes by Natixis Structured Issuance under the
Programme will have the benefit of the NATIXIS Guarantee.
Application has been made to the Luxembourg Stock Exchange for Notes issued under the Programme to be admitted to trading on the regulated market "Bourse
de Luxembourg" (the Luxembourg Regulated Market) (including the professional segment of the regulated market of the Luxembourg Stock Exchange) or the
Euro MTF market and to be listed on the Official List of the Luxembourg Stock Exchange, during the period of 12 months after the date of publication of this
Base Prospectus. References in this document to the Luxembourg Stock Exchange (and all related references) shall include the Luxembourg Regulated Market
and/or the Euro MTF market, as the case may be (as specified in the applicable Final Terms). In addition, references in this document to Notes being listed (and
all related references) shall mean that such Notes have been listed on the Official List of the Luxembourg Stock Exchange or, as the case may be, a Regulated
Market (as defined below) or other stock exchange(s) and admitted to trading on the Luxembourg Regulated Market (including the professional segment of the
regulated market of the Luxembourg Stock Exchange) and/or the Euro MTF market, as the case may be. The Programme provides that Notes may be listed on
such other or further stock exchanges as may be agreed between the relevant Issuer and the Dealers specified under the "General Description of the Programme"
and any additional Dealer appointed under the Programme from time to time by the Issuer (each a Dealer and together the Dealers), and may also be unlisted.
The relevant Final Terms (as defined herein) in respect of the issue of any Notes will specify whether or not such Notes will be listed on the Luxembourg Stock
Exchange (or any other stock exchange). The CSSF has neither approved nor reviewed information contained in this Base Prospectus in connection with Notes to
be admitted to trading on the Euro MTF market. The Luxembourg Regulated Market is a regulated market for the purposes of the Directive 2014/65/EU on markets
in financial instruments, as amended (a Regulated Market).
Application has been made to the Luxembourg Commission de Surveillance du Secteur Financier (the CSSF) which is the Luxembourg competent authority for
the purposes of Regulation (EU) 2017/1129, as amended (the Prospectus Regulation) for the approval of this Base Prospectus as a base prospectus for the
purposes of the Prospectus Regulation. The CSSF assumes no responsibility for the economic and financial soundness of the transactions contemplated by this
Base Prospectus or the quality or solvency of the Issuers in accordance with Article 6(4) of the Luxembourg law on prospectuses for securities of 16 July 2019
(the Prospectus Act 2019). This Base Prospectus has been approved on 23 April 2021 and is valid until 23 April 2022 and must during such period and in
accordance with Article 23 of the Prospectus Regulation be completed by a supplement to the Base Prospectus in the event of any new significant facts or material
errors or inaccuracies. In accordance with Article 25 of the Prospectus Regulation, the Issuers reserve the right to request the CSSF to provide another competent
authority with a certificate of approval attesting that the Base Prospectus has been drawn up in accordance with the Prospectus Regulation. The CSSF only approves
this Base Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should
not be considered as an endorsement of the quality of the securities that are the subject of this Base Prospectus. Investors should make their own assessment as to
the suitability of investing in the securities.
This Base Prospectus replaces the base prospectus relating to the NATIXIS and Natixis Structured Issuance Debt Issuance Programme approved by the CSSF on
24 April 2020.
In relation to English Law Notes, each Series (as defined herein) of Notes in bearer form (Bearer Notes) will be represented on issue by a temporary global note
in bearer form (each a temporary Global Note) or a permanent global note in bearer form (each a permanent Global Note). Interests in a temporary Global Note
will be exchangeable, in whole or in part, for interests in a permanent Global Note on or after the date 40 days after the later of the commencement of the offering
and the relevant issue date (the Exchange Date), upon certification as to non-U.S. beneficial ownership. Notes in registered form (Registered Notes) will be
represented by registered certificates (each a Certificate), one Certificate being issued in respect of each Noteholder's entire holding of Registered Notes of one
Series. If the Global Notes are stated in the applicable Final Terms to be issued in new global note form (New Global Notes or NGNs) the Global Notes will be
delivered on or prior to the original issue date of the Tranche to a common safekeeper (the Common Safekeeper) for Euroclear Bank SA/NV (Euroclear) and
Clearstream Banking S.A. (Clearstream). In certain circumstances, investors may also hold interests in the Notes indirectly through Euroclear UK & Ireland
Limited through the issuance of dematerialised depository interests issued, held, settled and transferred through CREST (CDIs) see "Clearing and Settlement in
Relation to English Law Notes". Global Notes which are not issued in NGN form (Classic Global Notes or CGNs) and Global Certificates may (a) in the case of
a Tranche (as defined herein) intended to be cleared through Euroclear (subject as provided below) and/or Clearstream, be delivered to and deposited on the issue
date with a common depositary on behalf of Euroclear, and Clearstream, and (b) in the case of a Tranche intended to be cleared through a clearing system other
than or in addition to Euroclear and Clearstream or delivered outside a clearing system, be deposited (and, in the case of Global Notes in bearer form, delivered
and deposited outside the United States) as agreed between the Issuers and the Dealers (as defined below). Each Series of Registered Notes will initially be
represented by a permanent registered global certificate (each an Unrestricted Global Certificate), without interest coupons, which may (or in the case of Notes
listed on the Luxembourg Stock Exchange will) be deposited on the issue date with a common depositary on behalf of Euroclear and Clearstream. An Unrestricted

Global Certificate in respect of a Tranche of Notes that is not to be listed on the Luxembourg Stock Exchange may be cleared through a clearing system other than
or in addition to Euroclear, Clearstream or DTC (as defined below) or delivered outside a clearing system, as agreed between the relevant Issuer, the Fiscal Agent
and the relevant Dealer(s). Beneficial interests in Global Certificates held by Euroclear and/or Clearstream will be shown on, and transfers thereof will be effected
only through, records maintained by Clearstream and/or Euroclear and their participants. See "Clearing and Settlement in Relation to English Law Notes". The
provisions governing the exchange of interests in Global Notes for definitive Notes and the exchange of interests in each Global Certificate for individual
Certificates are described in "Provisions Relating to the Notes While in Global Form".
Notes may also be issued in registered, uncertificated and dematerialised book-entry form (Clearing System Dematerialised Notes) in accordance with all
applicable laws of the relevant jurisdiction, and the rules, regulations and procedures, of any local clearing system from time to time in which such Notes are
deposited and through which they are cleared. All matters relating to title and transfer of such Notes, and the exercise of certain rights under such Notes, will be
governed by such applicable laws, rules, regulations and procedures from time to time.
With respect to French Law Notes, the Notes may, at the option of the Issuer, be in bearer dematerialised form (au porteur) inscribed as from the issue date in the
books of Euroclear France (Euroclear France) (acting as central depositary) which shall credit the accounts of Euroclear France Account Holders (as defined in
"Terms and Conditions of the French Law Notes 1. Form, Denomination, Title and Redenomination") including Euroclear and Clearstream or in registered
dematerialised form (au nominatif) and, in such latter case, at the option of the relevant Noteholder, in either fully registered form (nominatif pur), in which case
they will be inscribed either with the Issuer or with the registration agent (designated in the applicable Final Terms) for the Issuer, or in administered registered
form (nominatif administré), in which case they will be inscribed in the accounts of the Euroclear France Account Holders designated by the relevant Noteholders.
The Notes and the NATIXIS Guarantee have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act) or under
the securities law of any State or political sub-division of the United States. No person has registered nor will register as a commodity pool operator of any Issuer
under the U.S. Commodity Exchange Act of 1936, as amended and the rules thereunder of the Commodity Futures Trading Commission, and the Issuers have not
been and will not be registered under the U.S. Investment Company Act of 1940, as amended. The Notes and the NATIXIS Guarantee are being offered and sold
outside the United States to Permitted Transferees (as defined below) in reliance on Regulation S under the Securities Act (Regulation S) and the Notes and the
NATIXIS Guarantee may not at any time be offered, sold, transferred or, in the case of Bearer Notes, delivered within the United States or to, or for the account
or benefit of (i) a "U.S. person" as defined in Rule 902(k)(1) of Regulation S or (ii) a person who comes within any definition of U.S. person for the purposes of
the Commodity Exchange Act of 1936, as amended, or any rule, guidance or order proposed or issued by the Commodity Futures Trading Commission (the
CFTC) thereunder (including but not limited to any person who is not a "Non-United States person" under CFTC Rule 4.7(a)(1)(iv) (excluding for purposes of
CFTC Rule 4.7(a)(1)(iv)(D) the exception for qualified eligible persons who are not "Non-United States persons") (any such person or account, a Non-Permitted
Transferee, and any such person or account who is not a Non-Permitted Transferee, a Permitted Transferee). For a description of certain restrictions on offers,
sales and transfers of the Notes and distribution of this Base Prospectus, see "Transfer Restrictions" and "Subscription and Sale".
As at the date of this Base Prospectus, the long term senior unsecured debt of NATIXIS is rated A1 (stable) by Moody's France S.A.S. (Moody's), A+ (negative)
by S&P Global Ratings Europe Limited (S&P) and A+ (negative) by Fitch Ratings Ireland Limited (Fitch). Each of Moody's, S&P and Fitch is established in the
European Union and is registered under Regulation (EC) No 1060/2009 (as amended) (the CRA Regulation). Both A+ and A1 are in the middle of the investment-
grade category of their credit ranking systems. They signify that long term senior unsecured debt of NATIXIS are of high-quality and have many positive qualities,
but do carry a slightly higher degree of long-term investment risk. The European Securities and Markets Authority (ESMA) publishes on its website
(https://www.esma.europa.eu/supervision/credit-rating-agencies/risk) a list of credit rating agencies registered in accordance with the CRA Regulation. A security
rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.
The rating of certain Series of Notes to be issued under the Programme may be specified in the applicable Final Terms. Whether or not each credit rating applied
for in relation to relevant Series of Notes will be issued by a credit rating agency established in the European Union and registered under the CRA Regulation, and
if so, whether the rating agency is included in the list of credit rating agencies published by the ESMA on its website in accordance with the CRA Regulation will
be disclosed in the applicable Final Terms.
Amounts payable under the Notes may be calculated by reference to one or more "benchmarks" for the purposes of Regulation (EU) No. 2016/1011 of the European
Parliament and of the Council of 8 June 2016, as amended (the EU Benchmarks Regulation). In this case, a statement will be included in the applicable Final
Terms as to whether or not the relevant administrator of the "benchmark" is included in ESMA's register of administrators under Article 36 of the EU Benchmarks
Regulation.
In relation to investors in the Kingdom of Bahrain, securities issued in connection with this Base Prospectus and related offering documents must be in registered
form and must only be marketed to existing account holders and accredited investors as defined by the Central Bank of Bahrain (the CBB) in the Kingdom of
Bahrain where such investors make a minimum investment of at least US$ 100,000, or any equivalent amount in other currency or such other amount as the CBB
may determine. Any offer of the securities does not constitute an offer of securities in the Kingdom of Bahrain in terms of Article (81) of the Central Bank and
Financial Institutions Law 2006 (decree Law No. 64 of 2006). This Base Prospectus and related offering documents have not been and will not be registered as a
prospectus with the CBB. Accordingly, no securities may be offered, sold or made the subject of an invitation for subscription or purchase nor will this Base
Prospectus or any other related document or material be used in connection with any offer, sale or invitation to subscribe or purchase securities, whether directly
or indirectly, to persons in the Kingdom of Bahrain, other than as marketing to accredited investors for an offer outside Bahrain. The CBB has not reviewed,
approved or registered the Base Prospectus or related offering documents and it has not in any way considered the merits of the securities to be marketed for
investment, whether in or outside the Kingdom of Bahrain. Therefore, the CBB assumes no responsibility for the accuracy and completeness of the statements and
information contained in this document and expressly disclaims any liability whatsoever for any loss howsoever arising from reliance upon the whole or any part
of the content of this document. No offer of securities will be made to the public in the Kingdom of Bahrain and this Base Prospectus must be read by the addressee
only and must not be issued, passed to, or made available to the public generally.
DISCLAIMER UNDER RULE 336 OF THE CHILEAN FINANCIAL MARKET COMMISSION: Any private offering of Notes under this Base Prospectus will
start on the date specified in the applicable Final Terms and will be made subject to general ruling No. 336 of the Chilean Financial Market Commission (Comisión
para el Mercado Financiero or CMF). Any such offer of Notes refers to the marketing of securities to be placed/sold and which have not been registered at the
securities registry or at the foreign securities registry of the CMF and therefore such securities are not subject to its oversight. Given that the Notes will not be
registered in Chile, there is no obligation from the Issuer to provide public information on them in Chile. The Notes cannot be subject to a public offering in Chile
while they are not registered at the corresponding securities registry in Chile.
NATIXIS, the Permanent Dealer and Arranger, also is an Issuer and Natixis Structured Issuance, the other Issuer, is a wholly-owned indirect subsidiary of
NATIXIS. Consequently, the Issuers are "related issuers" of the Permanent Dealer and Arranger within the meaning of National Instrument 33-105 Underwriting
Conflicts of the Canadian provinces and territories in connection with the distribution of the Notes under this Base Prospectus.
Arranger and Dealer
NATIXIS
The date of this Base Prospectus is 23 April 2021

Responsibility Statement
The Issuers (whose registered offices appear on the last page of this document), confirm that the information
contained in this Base Prospectus reflects, to the best of their knowledge, the facts and makes no omission likely
to affect its import. The opinions and intentions expressed in this Base Prospectus with regard to the Issuers are
honestly held. The Issuers accept responsibility for the information contained in this Base Prospectus and the Final
Terms for each issue of Notes under the Programme accordingly.
This Base Prospectus is to be read in conjunction with all other documents which are incorporated by reference
herein (see "Documents Incorporated by Reference").
This Base Prospectus, together with any supplements to this Base Prospectus published from time to time (each a
Supplement and together the Supplements) constitutes a base prospectus (for the purposes of Article 8 of the
Prospectus Regulation, with respect to the issue of Notes on the Luxembourg Regulated Market) for the purpose
of giving information with regard to the Issuers, the NATIXIS Guarantee and the Notes which, according to the
particular nature of the Issuers, the NATIXIS Guarantee and the Notes, is necessary to enable investors to make
an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the
Issuers. In relation to each separate issue of Notes, the final offer price and the amount of such Notes will be
determined by the relevant Issuer and the relevant Dealers in accordance with prevailing market conditions at the
time of the issue of the Notes and will be set out in the applicable Final Terms.
Natixis Structured Issuance is a wholly-owned, indirect subsidiary of NATIXIS. Natixis Structured Issuance has
the full benefit of the NATIXIS Guarantee, which will apply to all Series of Notes issued by Natixis Structured
Issuance (see section "Description of the Issuers" paragraph "2. Description of Natixis Structured Issuance (i)
NATIXIS Guarantee"). No person has been authorised to give any information or to make any representation other
than those contained in this Base Prospectus 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 the Issuers, the
Dealers or the Arranger. Neither the delivery of this Base Prospectus nor any sale made in connection herewith
shall, under any circumstances, create any implication that there has been no change in the affairs of the Issuers
since the date hereof or the date upon which this Base Prospectus has been most recently supplemented or that
there has been no adverse change in the financial position of the Issuers since the date hereof or the date upon
which this Base Prospectus has been most recently supplemented or that any other information supplied in
connection with the Programme is correct as of any time subsequent to the date on which it is supplied or, if
different, the date indicated in the document containing the same.
The Notes may be redeemed by Physical Delivery (as further defined in the Terms and Conditions). The shares
of underlying entities which may be delivered (as the case may be) are not shares in either the relevant Issuer nor
an entity belonging to the Issuers' group. The Notes shall not be physically delivered in Belgium, except to a
clearing system, depository or another institution for the purpose of their immobilisation in accordance with
Article 4 of the Belgian Law of 14 December 2005.
The distribution of this Base Prospectus and the offering or sale of the Notes in certain jurisdictions may be
restricted by law. Persons into whose possession this Base Prospectus comes are required by the Issuers, the
Dealers and the Arranger to inform themselves about and to observe any such restriction. For a description of
certain restrictions on offers and sales of Notes and on distribution of this Base Prospectus, see "Subscription and
Sale" and "Transfer Restrictions".
This Base Prospectus does not constitute an offer of, or an invitation or solicitation by or on behalf of the Issuers,
the Arranger and the Dealers to subscribe for or purchase any of the Notes.
It should be remembered that the price of securities and the income from them (if applicable) can go down
as well as up and investors may lose the entire amount of their investment.

3

If you are in any doubt about the content of this document you should consult your stockbroker, bank
manager, solicitor, accountant or other financial adviser.
The Notes are complex financial instruments with high risk and are only suitable for financially
sophisticated investors who are capable of evaluating the merits and risks of such investment and who have
sufficient resources to be able to bear any losses which may result from such investment. There are
significant risks inherent in the holding of the Notes, including the circumstances in which the Notes may
be written down or converted to ordinary shares and the implications on Noteholders (such as substantial
loss), the circumstances in which Noteholders may suffer loss as a result of holding the Notes are difficult
to predict and the quantum of any loss incurred by investors in the Notes in such circumstances is also
highly uncertain.
Potential purchasers and sellers of the Notes should be aware that they may be required to pay taxes or
documentary charges or duties in accordance with the laws and practices of the jurisdiction in which the
Notes are transferred or other jurisdictions. In some jurisdictions, no official statements of the tax
authorities or court decisions may be available for financial instruments such as the Notes. Potential
investors are advised to consult their own tax adviser on the tax impacts of the acquisition, holding, disposal
and redemption of the Notes. The requirement to pay such taxes may reduce the effective yield on the
Notes and may also have an adverse impact on their value.
Investors should consult NATIXIS should they require a copy of the 2006 ISDA Definitions or a copy of the
June 2013 FBF Master Agreement.
Neither this Base Prospectus nor any Final Terms constitute an offer of, or an invitation by or on behalf of any of
the Issuers, the Dealers or the Arranger to subscribe for, or purchase, any Notes.
IMPORTANT EEA RETAIL INVESTORS If the Final Terms in respect of any Notes includes a legend
entitled "Prohibition of Sales to EEA Retail Investors", the Notes are not intended to be offered, sold or otherwise
made available to and, with effect from such date, should not be offered, sold or otherwise made available to any
Retail Investor in the EEA. For these purposes, a Retail Investor means a person who is one (or more) of: (i) a
retail client as defined in point (11) of Article 4(1) of "MiFID II"; or (ii) a customer within the meaning of
Directive 2016/97/EU (the "Insurance Distribution Directive"), where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined
in the Prospectus Regulation. Consequently, no key information document required by Regulation (EU) No.
1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them
available to retail investors in the EEA will be prepared and therefore offering or selling the Notes or otherwise
making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
IMPORTANT UK RETAIL INVESTORS If the Final Terms in respect of any Notes includes a legend
entitled "Prohibition of Sales to UK Retail Investors", the Notes are not intended to be offered, sold or otherwise
made available to and, with effect from such date, should not be offered, sold or otherwise made available to any
retail investor in the United Kingdom (UK). For these purposes, a retail investor means a person who is one (or
more) of: (i) a retail client as defined in point (8) of Article 2 of Regulation (EU) 217/565 as it forms part of
domestic law by virtue of the European Union (Withdrawal) Act 2018 (EUWA); or (ii) a customer within the
meaning of the provisions of the Financial Services and Markets Act 2000 (as amended) (FSMA) and any rules
or regulations made under the FSMA to implement Directive (EU) 2016/97 on insurance distribution, where that
customer would not qualify as a professional client as defined in point (8) of Article 2(1) of Regulation (EU)
600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in
Article 2 of the Prospectus Regulation as it forms part of domestic law by virtue of EUWA. Consequently, no
key information document required by Regulation (EU) No. 1286/2014 as it forms part of domestic law by virtue
of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available

4

to retail investors in the UK will be prepared and therefore offering or selling the Notes or otherwise making them
available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
MiFID II product governance / target market The Final Terms in respect of any Notes will include a legend
entitled "MiFID II product governance" which will outline the target market assessment in respect of the Notes
and which channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or
recommending the Notes (a distributor) should take into consideration the target market assessment; however, a
distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the
Notes (by either adopting or refining the target market assessment) and determining appropriate distribution
channels.
A determination will be made in relation to each issue about whether, for the purpose of the Product Governance
rules under EU Delegated Directive 2017/593 (the MiFID Product Governance Rules), any Dealer subscribing
for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger nor the Dealers nor
any of their respective affiliates will be a manufacturer for the purpose of the MiFID Product Governance Rules.
UK MiFIR product governance/ target market - The Final Terms in respect of any Notes may include a legend
entitled "UK MiFIR Product Governance" which will outline the target market assessment in respect of the Notes
taking into account the five categories referred to in item 18 of the Guidelines published by the European
Securities and Markets Authority on 5 February 2018 (in accordance with the FCA's policy statement entitled
"Brexit our approach to EU non-legislative materials"), and which channels for distribution of the Notes are
appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take
into consideration the target market assessment; however, a distributor subject to the FCA Handbook Product
Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible
for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the target
market assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR Product
Governance Rules, any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise
neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose
of the UK MIFIR Product Governance Rules.
THE NOTES AND ANY NATIXIS GUARANTEE HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR ANY SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. NO PERSON HAS
REGISTERED NOR WILL REGISTER AS A COMMODITY POOL OPERATOR OF THE ISSUER
UNDER THE UNITED STATES COMMODITY EXCHANGE ACT OF 1936, AS AMENDED (THE
"CEA") AND THE RULES THEREUNDER (THE "CFTC RULES") OF THE COMMODITY FUTURES
TRADING COMMISSION (THE "CFTC"), AND NONE OF THE ISSUERS HAVE BEEN AND WILL
NOT BE REGISTERED UNDER THE U.S. INVESTMENT COMPANY ACT OF 1940, AS AMENDED,
NOR UNDER ANY OTHER UNITED STATES FEDERAL LAWS. THE NOTES ARE BEING
OFFERED AND SOLD IN RELIANCE ON AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT PURSUANT TO REGULATION S THEREUNDER.
ACCORDINGLY, THE NOTES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED AT ANY TIME EXCEPT IN AN "OFFSHORE TRANSACTION" (AS SUCH TERM
IS DEFINED UNDER REGULATION S) TO OR FOR THE ACCOUNT OR BENEFIT OF ANY PERSON
WHO IS (SUCH PERSON, A "PERMITTED TRANSFEREE"):
(A)
A "U.S. PERSON" AS DEFINED IN RULE 902(K)(1) OF REGULATION S; OR
(B)
A PERSON WHO COMES WITHIN ANY DEFINITION OF U.S. PERSON FOR THE
PURPOSES OF THE CEA OR THE CFTC RULES (INCLUDING BUT NOT LIMITED TO ANY
PERSON WHO IS NOT A "NON-UNITED STATES PERSON" UNDER CFTC RULE
4.7(A)(1)(IV) (EXCLUDING FOR PURPOSES OF CFTC RULE 4.7(A)(1)(IV)(D) THE
EXCEPTION FOR QUALIFIED ELIGIBLE PERSONS WHO ARE NOT "NON-UNITED
STATES PERSONS").

5

TRANSFERS OF NOTES WITHIN THE UNITED STATES OR TO ANY PERSON WHO IS NOT A
PERMITTED TRANSFEREE ARE PROHIBITED. ANY TRANSFER OF NOTES TO A PERSON
OTHER THAN A PERMITTED TRANSFEREE WILL BE VOID AB INITIO AND OF NO LEGAL
EFFECT WHATSOEVER. ACCORDINGLY, ANY PURPORTED TRANSFEREE OF ANY LEGAL OR
BENEFICIAL OWNERSHIP INTEREST IN ANY NOTE IN SUCH A TRANSACTION WILL NOT BE
ENTITLED TO ANY RIGHTS AS A LEGAL OR BENEFICIAL OWNER OF SUCH INTEREST IN
SUCH NOTE AND THE NON-PERMITTED TRANSFEREE MAY BE REQUIRED TO SELL OR
OTHERWISE TRANSFER ITS NOTES TO A PERMITTED TRANSFEREE. EACH PURCHASER
AND TRANSFEREE OF THIS NOTE OR ANY INTEREST HEREIN, BY ITS ACQUISITION OF THIS
NOTE, REPRESENTS THAT IT IS A PERMITTED TRANSFEREE.).
THE NOTES AND ANY NATIXIS GUARANTEE HAVE NOT BEEN AND WILL NOT BE APPROVED
OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION
("SEC") OR ANY OTHER REGULATORY AGENCY IN THE UNITED STATES, NOR HAS THE SEC
OR ANY OTHER REGULATORY AGENCY IN THE UNITED STATES PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS DOCUMENT OR THE MERITS OF THE NOTES. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE. FURTHERMORE, THE
NOTES DO NOT CONSTITUTE, AND HAVE NOT BEEN MARKETED AS, CONTRACTS FOR THE
SALE OF A COMMODITY FOR FUTURE DELIVERY (OR OPTIONS THEREON) SUBJECT TO THE
CEA, AND NEITHER TRADING IN THE NOTES NOR THIS DOCUMENT HAS BEEN APPROVED
BY THE CFTC UNDER THE CEA, AND NO PERSON OTHER THAN A PERMITTED HOLDER MAY
AT ANY TIME TRADE OR MAINTAIN A POSITION IN THE NOTES.
Other than NATIXIS in its capacity as Issuer, the Arranger and the Dealers have not separately verified the
information contained in this Base Prospectus. Other than NATIXIS in its capacity as Issuer, none of the Dealers
or the Arranger makes any representation, express or implied, or accepts any responsibility, with respect to the
accuracy or completeness of any of the information in this Base Prospectus. Neither this Base Prospectus nor any
other financial statements are intended to provide the basis of any credit or other evaluation and should not be
considered as a recommendation by any of the Issuers, the Arranger or the Dealers that any recipient of this Base
Prospectus or any other financial statements should purchase the Notes. Each potential purchaser of Notes should
determine for itself the relevance of the information contained in this Base Prospectus and its purchase of Notes
should be based upon such investigation as it deems necessary. None of the Dealers or the Arranger undertakes
to review the financial condition or affairs of the Issuers during the life of the arrangements contemplated by this
Base Prospectus nor to advise any investor or potential investor in the Notes of any information coming to the
attention of either the Dealers or the Arranger.
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the Stabilisation
Manager(s) (or persons acting on behalf of any Stabilisation Manager(s)) in the applicable Final Terms may over-
allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that
which might otherwise prevail. However, stabilisation may not necessarily occur. Any stabilisation action may
begin on or after the date on which adequate public disclosure of the final terms of the offer of the relevant Tranche
of Notes is made and, if begun, may cease at any time, but it must end no later than the earlier of 30 days after the
issue date of the relevant Tranche of Notes and 60 days after the date of the allotment of the relevant Tranche of
Notes. Any stabilisation actions or over-allotment shall be conducted in accordance with all applicable laws and
regulations.
Notification under Section 309B(1)(c) of the Securities and Futures Act (Chapter 289) of Singapore (the
SFA) Unless otherwise stated in the Final Terms in respect of any Notes, Notes issued or to be issued under the
Programme shall be capital markets products other than prescribed capital markets products (as defined in the
Securities and Futures (Capital Markets Products) Regulations 2018) and Specified Investment Products (as
defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16:
Notice on Recommendations on Investment Products).
Hong Kong- Investors in Hong Kong should not purchase the Notes in the primary or secondary markets unless
they are professional investors (as defined in the Securities and Futures Ordinance (Cap. 571., Laws of Hong

6

Kong) and its subsidiary legislation, "Professional Investors") only and understand the risks involved. The Notes
are generally not suitable for retail investors.
Offers in the Kingdom of Saudi Arabia
Neither this document nor any other document relating to an offer of Notes may be distributed in the Kingdom of
Saudi Arabia except to such persons as are permitted under the Rules on the Offer of Securities and Continuing
Obligations issued by the Saudi Arabian Capital Market Authority.
The Saudi Arabian Capital Market Authority does not make any representation as to the accuracy or completeness
of this document, and expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance
upon, any part of this document. Prospective purchasers of the securities offered hereby should conduct their own
due diligence on the accuracy of the information relating to the securities. If you do not understand the contents
of this document, you should consult an authorised financial advisor.
Important Information
In this Base Prospectus, unless otherwise specified or the context otherwise requires, references to or Euro are
to the single currency of the participating member states of the European Union which was introduced on 1
January 1999, references to U.S. dollars, USD, $ and U.S.$ are to the lawful currency of the United States of
America, references to Yen and JPY are to the lawful currency of Japan, references to CNY, Yuan, or Renminbi
refer to the lawful currency of the People's Republic of China (PRC), which for the purpose of this document,
excludes Taiwan and the Special Administrative Regions of the PRC: Hong Kong and Macau and references to
Sterling, GBP and £ are to the lawful currency of the United Kingdom.
The information contained on the websites referenced herein does not form part of the Base Prospectus
and has not been scrutinised or approved by the CSSF.
Conflicts of interest the Issuers and their affiliates
NATIXIS, Natixis Structured Issuance and/or any of their respective affiliates may, in connection with their
respective additional business activities, undertake activities in relation to the Underlyings or possess or acquire
material information about the Underlyings. Such activities and information may have consequences which are
adverse to Noteholders. Such actions and conflicts may include, without limitation: engaging in transactions
relating to the Notes or their Underlyings, which may have a negative effect on the value of the Underlying; on
the open market or by non-public transaction purchase or sell Notes without being obliged to inform the
Noteholders about any such purchase or sale; exercising certain functions with regard to the Notes, e.g. as
calculation or paying agent; issuing further derivative instruments which may be competing with the Notes;
receiving non-public information in relation to an Underlying of the Notes or the issuer of such Underlying where
neither NATIXIS, Natixis Structured Issuance nor any of their respective affiliates is required to inform the
Noteholders of such information; and hedging transactions or other transactions in the relevant Underlying of the
Notes and/or the issuer of such Underlying by NATIXIS, Natixis Structured Issuance or any of their respective
affiliates. Natixis Structured Issuance and any of its affiliates have no obligation to disclose such information
about the Underlyings or the companies to which they relate. Natixis Structured Issuance and any of its affiliates
and their officers and directors may engage in any such activities without regard to the Notes or the effect that
such activities may directly or indirectly have on any Note.
In addition, the relevant Issuer, (if applicable) the Guarantor or any of their respective affiliates may engage in
trading or hedging transactions involving the Notes, any Underlying, or other derivative products that may affect
the value of the Notes.
The above situations may result in consequences which may be adverse to your investment. Neither the relevant
Issuer, nor (if applicable) the Guarantor, nor any of their respective affiliates assumes any responsibility
whatsoever for such consequences and their impact on your investment.

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Since the Calculation Agent in respect of the Notes may be NATIXIS, or an affiliate of either Issuer, potential
conflicts of interest may exist between the relevant Issuer and/or, (if applicable) the Guarantor and the Calculation
Agent and the Noteholders, including with respect to certain determinations and judgements that the Calculation
Agent must make.
In addition to providing calculation agency services to either Issuer, NATIXIS or any of its affiliates may perform
further or alternative roles relating to either Issuer, (if applicable) the Guarantor and any Note including, but not
limited to, being involved in arrangements relating to any Underlying (for example as calculation agent). Further,
any affiliates of NATIXIS may contract with either Issuer, (if applicable) the Guarantor and/or enter into
transactions, including hedging transactions, which relate to such Issuer, the Notes or any Underlying and as a
result NATIXIS may face a potential conflict of interest between its obligations as Calculation Agent and its
and/or its affiliates' interests in other capacities.
The activities described in this section are subject to compliance with applicable laws and regulations (including
under Regulation (EU) No. 596/2014 as amended).
Conflicts of interest Managers
Certain of the Managers and/or their affiliates may have engaged, and may in the future engage, in investment
banking and/or commercial banking transactions with, and may perform services for, the Issuers, the Guarantor
and/or their respective affiliates in the ordinary course of business. In addition, in the ordinary course of their
business activities, the Dealers and/or their affiliates may make or hold a broad array of investments and actively
trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans)
for their own account and for the accounts of their customers. Such investments and securities activities may
involve securities and/or instruments of either Issuer, the Guarantor or their respective affiliates. In addition,
certain of the Dealers or their affiliates that have a lending relationship with Natixis or Natixis Structured Issuance
routinely hedge their credit exposure to the Issuers and/or the Guarantor consistent with their customary risk
management policies. Any of the above situations may result in consequences which may be adverse to any
investment made by any investor in the Notes. Neither the relevant Issuer, (if applicable) the Guarantor nor any
of their respective affiliates assumes any responsibility whatsoever for such consequences and their impact on any
such investment.
Enforcement and recognition of judgements issued by the courts of the United Kingdom
Investors should note that, on 31 January 2020, the United Kingdom withdrew from the European Union under
the "Agreement on the withdrawal of the United Kingdom of Great Britain and Northern Ireland from the
European Union and the European Atomic Energy Community" dated 19 October 2019 (the "Withdrawal
Agreement"). Further to the Withdrawal Agreement, the provisions of Regulation (EU) No 1215/2012 of the
European Parliament and of the Council of 12 December 2012 on jurisdiction and the recognition and enforcement
of judgments in civil and commercial matters (the "Brussels I Regulation") are no longer applicable to judgments
issued by the Courts of the United Kingdom. As a consequence, persons enforcing a judgment obtained before
English courts will no longer automatically be able to benefit from the recognition of such judgment in EU courts
(including France) under such Regulation, subject to a new regime being agreed. Accordingly, subject to a new
regime being agreed, the recognition and enforcement of final and enforceable judgments issued by the Courts of
the United Kingdom would be governed by the relevant national law, save of any applicable international
convention.
The United Kingdom acceded in its own right to the Convention on Choice of Courts Agreements dated 30 June
2005 (the "Hague Convention") on 1 January 2021. As France is already a party to the Hague Convention, in
this respect, judgments handed down by the Courts of the United Kingdom should be recognized and enforced
under the Hague Convention in France. However, the scope of the Hague Convention is limited to contracts
containing exclusive jurisdiction clauses and there is no assurance that such judgments will be recognized on
exactly the same terms and in the same conditions as under the Brussels I Regulation. As to non-exclusive or

8

asymmetrical jurisdiction clauses such as the one contained in Condition 16 of the Terms and Conditions of the
English Law Notes, they are considered unlikely to fall within the scope of the Hague Convention.

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TABLE OF CONTENTS
Page

General Description of the Programme ................................................................................................ 11
Risk Factors .......................................................................................................................................... 24
Base Prospectus User Guide .............................................................................................................. 48
Documents Incorporated by Reference ................................................................................................. 52
Supplement to the Base Prospectus ...................................................................................................... 62
Conditions relating to the Consent of the Issuers to the Use of the Base Prospectus ........................... 63
Terms and Conditions of the English Law Notes ................................................................................. 71
Terms and Conditions of the French Law Notes ................................................................................ 131
Terms and Conditions of Structured Notes ......................................................................................... 178
Provisions Relating to the Notes While in Global Form ..................................................................... 664
Additional Terms and Conditions of the Notes .................................................................................. 669
Annex Relating to Proprietary Indices ................................................................................................ 919
Index Disclaimers ............................................................................................................................... 920
Use of Proceeds ................................................................................................................................... 921
Clearing and Settlement in Relation to English Law Notes ................................................................ 922
Transfer Restrictions ........................................................................................................................... 927
Description of the Issuers .................................................................................................................... 930
Description of the Warrants ................................................................................................................ 933
Description of the Preference Share Issuer and the Preference Shares ............................................... 934
Taxation - Warning ............................................................................................................................. 936
Subscription and Sale .......................................................................................................................... 937
Form of Final Terms ........................................................................................................................... 953
Annex for Negative Basis BLNs ....................................................................................................... 1076
Annex to the Final Terms in relation to the Additional Terms and Conditions of the Notes ........... 1080
General Information .......................................................................................................................... 1212

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