Obligation Natixis 0% ( XS1939116254 ) en USD

Natixis

6.39 % ▲

France

XS1939116254 ( en USD )

29/08/2024

Prospectus brochure de l'obligation Natixis XS1939116254 en USD 0%, échéance 29/08/2024

1 000 USD

546 000 USD

L'Obligation émise par Natixis ( France ) , en USD, avec le code ISIN XS1939116254, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 29/08/2024

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
Under the Debt Issuance Programme described in this Base Prospectus (the Programme), Natixis Structured Issuance SA and NATIXIS (each an Issuer and
together the Issuers), subject to compliance with all relevant laws, regulations and directives, may from time to time issue debt securities. 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, and together with the English Law Notes, the 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 SA is a wholly-owned, indirect subsidiary of NATIXIS. Natixis Structured Issuance SA has the benefit of an irrevocable and
unconditional guarantee given by NATIXIS (in such capacity, the Guarantor) to Natixis Structured Issuance SA, namely the NATIXIS Guarantee (as defined and
described in "Natixis Structured Issuance SA NATIXIS Guarantee"). Issues of Notes by Natixis Structured Issuance SA 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) 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 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 Directive 2003/71/EC, as amended or superseded including by Directive 2010/73/EU and any relevant implementing measure in a relevant Member
State of the European Economic Area (the EEA) (the Prospectus Directive) for the approval of this Base Prospectus as a base prospectus for the purposes of the
Prospectus Directive. 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 7(7) of the Luxembourg Act dated 10 July 2005 on prospectuses for securities, as amended (the
Prospectus Act 2005). In accordance with Article 18 of the Prospectus Directive and Article 19 of the Prospectus Act 2005, 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 Directive.
This Base Prospectus replaces the base prospectus relating to the Natixis Structured Issuance SA Debt Issuance Programme approved by the CSSF on 24 April
2018.
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 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, nor under any other U.S. federal laws. The Notes and any NATIXIS Guarantee
are being offered and sold in offshore transactions to persons other than U.S. Persons in reliance on Regulation S under the Securities Act (Regulation S). The
Notes and any NATIXIS Guarantee may not be offered or sold or, in the case of Bearer Notes, delivered within the United States or to, or for the account or benefit
of, a U.S. person or to any person who is not a Permitted Transferee (as defined herein). 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 Investors Services Inc. (Moody's), A+
(stable) by Standard and Poor's Ratings Services (S&P) and A+ (stable) by Fitch Ratings Ltd. (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). The European Securities and Markets Authority
publishes on its website (www.esma.europa.eu/page/List-registered-and-certified-CRAs) a list of credit rating agencies registered in accordance with the CRA
Regulation. That list is updated within five working days following the adoption of a decision under Article 16, 17 or 20 CRA Regulation. The European
Commission shall publish that updated list in the Official Journal of the European Union within 30 days following such update. 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 European Securities and Markets Authority 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 of EURIBOR, LIBOR, CMS, BUBOR, Nibor, Stibor, PRIBOR, CIBOR, WIBOR,
MOIBOR, BBSW, TIBOR, SHIBOR, HIBOR, SOR, TAIBOR, CDOR, JIBAR, DI (Brazil Cetip Interbank Deposit Rate), TIIE (Mexico Interbank Deposit Rate),
SONIA, SOFR, ESTER and SARON, or Natixis proprietary indices, as specified in the applicable Final Terms. As at the date of this Base Prospectus, the
administrators of LIBOR, CMS and PRIBOR are included in ESMA's register of administrators under Article 36 of Regulation (EU) No. 2016/1011 of the European
Parliament and of the Council of 8 June 2016 (the Benchmarks Regulation). As at the date of this Base Prospectus, the administrators of EURIBOR, BUBOR,
Nibor, Stibor, CIBOR, WIBOR, MOIBOR, BBSW, TIBOR, SHIBOR, HIBOR, SOR, TAIBOR, CDOR, JIBAR, DI, TIIE, SONIA, SOFR, ESTER, SARON and
Natixis proprietary indices are not included in ESMA's register of administrators under Article 36 of the Benchmarks Regulation. As far as the Issuer is aware, the
transitional provisions of Article 51 of the Benchmarks Regulation apply, such that the administrators of EURIBOR, BUBOR, Nibor, Stibor, CIBOR, WIBOR,
MOIBOR, BBSW, TIBOR, SHIBOR, HIBOR, SOR, TAIBOR, CDOR, JIBAR, DI, TIIE, SONIA, SOFR, ESTER and SARON, and Natixis proprietary indices are
not currently required to obtain authorisation/registration (or, if located outside the European Union, recognition, endorsement or equivalence).
Amounts payable under the Notes may also be calculated by reference to one or more other "benchmarks" for the purposes of the 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 Benchmarks Regulation. Certain "benchmarks" may either (i) not fall within the scope of the Benchmarks Regulation by
virtue of Article 2 of that regulation or (ii) transitional provisions in Article 51 of the Benchmarks Regulation may apply to certain other "benchmarks" which would
otherwise be in scope such that at the date of the relevant Final Terms, the administrator of the "benchmark" is not required to be included in the register of
administrators.
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 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 Central Bank of
Bahrain (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 (Comision
para el Mercado Financiero or CMF). Any such offer of Notes refers to securities 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 SA, 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 24 April 2019

Responsibility Statement
The Issuers (whose registered offices appear on the last page of this document), having taken all reasonable care
to ensure that such is the case, confirm that the information contained in this Base Prospectus reflects, to the best
of their knowledge, the facts and contains 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 deemed to be 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 5.4 of the
Prospectus Directive, with respect to the issue of Notes on the Luxembourg Regulated Market) for the purpose
of giving information with regard to the Issuers and the Notes which, according to the particular nature of the
Issuers 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 SA is a wholly-owned, indirect subsidiary of NATIXIS. Natixis Structured Issuance
SA has the full benefit of the NATIXIS Guarantee, which will apply to all Series of Notes issued by Natixis
Structured Issuance SA (see "Natixis Structured Issuance SA 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 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.

3

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.
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.
Any investment in the Notes is 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.
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 "Subscription and Sale 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 European Economic Area (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
Directive 2014/65/EU (MiFID II); or (ii) a customer within the meaning of Directive 2002/92/EC (as amended
or superseded, the IMD), 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 Directive 2003/71/EC (as amended or
superseded, the Prospectus Directive). 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 has been 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.
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.
THE NOTES AND ANY NATIXIS GUARANTEE HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE SEC), ANY STATE SECURITIES
COMMISSION IN THE UNITED STATES OR ANY OTHER U.S. REGULATORY AUTHORITY, NOR
HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF
THE OFFERING OF THE NOTES OR THE ACCURACY OR ADEQUACY OF THIS BASE PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
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

4

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).
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.

5

TABLE OF CONTENTS
Page
SUMMARY ............................................................................................................................................................. 7
RISK FACTORS.................................................................................................................................................... 49
BASE PROSPECTUS USER GUIDE ................................................................................................................ 87
DOCUMENTS INCORPORATED BY REFERENCE ......................................................................................... 92
CONDITIONS RELATING TO THE CONSENT OF THE ISSUERS TO THE USE OF THE BASE
PROSPECTUS ....................................................................................................................................................... 99
ONGOING PUBLIC OFFERS ............................................................................................................................ 107
GENERAL DESCRIPTION OF THE PROGRAMME ....................................................................................... 108
TERMS AND CONDITIONS OF THE NOTES ................................................................................................. 122
TERMS AND CONDITIONS OF THE ENGLISH LAW NOTES ....................................................... 124
TERMS AND CONDITIONS OF THE FRENCH LAW NOTES ........................................................ 185
TERMS AND CONDITIONS OF STRUCTURED NOTES ................................................................ 233
PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM .................................................... 691
ADDITIONAL TERMS AND CONDITIONS OF THE NOTES ....................................................................... 697
ANNEX RELATING TO PROPRIETARY INDICES ........................................................................................ 938
1.
NXS ETHICAL & CLIMATE EUROPE INDEX .................................................................. 939
2.
NXS MOMENTUM FUND STARS ER INDEX ................................................................... 954
INDEX BASKET CREDIT LINKED NOTES INDEX DISCLAIMERS ........................................................ 971
USE OF PROCEEDS ........................................................................................................................................... 972
CLEARING AND SETTLEMENT IN RELATION TO ENGLISH LAW NOTES ........................................... 973
TRANSFER RESTRICTIONS ............................................................................................................................ 978
NATIXIS STRUCTURED ISSUANCE SA ........................................................................................................ 982
NATIXIS .............................................................................................................................................................. 986
DESCRIPTION OF THE WARRANTS .............................................................................................................. 987
DESCRIPTION OF THE PREFERENCE SHARE ISSUER AND THE PREFERENCE SHARES .................. 988
TAXATION ......................................................................................................................................................... 990
SUBSCRIPTION AND SALE ........................................................................................................................... 1039
FORM OF FINAL TERMS ............................................................................................................................... 1054
ANNEX TO THE FINAL TERMS IN RELATION TO THE ADDITIONAL TERMS AND CONDITIONS
OF THE NOTES ................................................................................................................................................ 1156
RECENT DEVELOPMENTS ........................................................................................................................... 1282
GENERAL INFORMATION ............................................................................................................................ 1283

6

SUMMARY
Summaries are made up of disclosure requirements known as "Elements". These Elements are numbered in
Sections A E (Elements A.1 E.7). This Summary contains all the Elements required to be included in a
summary for the Notes and the Issuer. Because some Elements are not required to be addressed, there may be
gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted in a
summary because of the type of securities and issuer, it is possible that no relevant information can be given
regarding the Element. In this case a short description of the Element is included in the summary explaining why
it is not applicable.
Section A Introduction and warnings
Element

A.1
General
disclaimer Warning that:
regarding the Summary

this summary should be read as an introduction to the Base
Prospectus;

any decision to invest in the securities should be based on
consideration of the Base Prospectus taken as a whole by the
investor;

where a claim relating to the information contained in the
Base Prospectus is brought before a court, the plaintiff
investor might, under the national legislation of the Member
States, have to bear the costs of translating the prospectus
before the legal proceedings are initiated; and

civil liability attaches only to the Issuer [or the Guarantor]
who have tabled the summary including any translation
thereof, but only if the summary is misleading, inaccurate or
inconsistent when read together with the other parts of the
prospectus or it does not provide, when read together with
the other parts of the prospectus, key information in order to
aid investors when considering whether to invest in such
securities.
A.2
Consent to use the Base [Consent: Subject to the conditions set out below, the Issuer consents
Prospectus
to the use of this Base Prospectus in connection with an offer in
circumstances where there is no exemption from the obligation under
the Prospectus Directive to publish a prospectus (a Public Offer) of
Notes by the managers, [names of specific financial intermediaries]
[and] each financial intermediary whose name is published on the
Issuer's website (www.equitysolutions.natixis.fr) and identified as an
Authorised Offeror in respect of the relevant Public Offer and any
financial intermediary which is authorised to make such offers under
applicable legislation implementing the Markets in Financial
Instruments Directive (Directive 2014/65/EU as amended) and
publishes on its website the following statement (with the information

7

Element

in square brackets being duly completed):

"We, [insert legal name of financial intermediary], refer to the offer of
[insert title of relevant Notes] (the Notes) described in the Final
Terms dated [insert date] (the Final Terms) published by [ ] (the
Issuer). We hereby accept the offer by the Issuer of its consent to our
use of the Base Prospectus (as defined in the Final Terms) in
connection with the offer of the Notes in accordance with the
Authorised Offeror Terms and subject to the conditions to such
consent, each as specified in the Base Prospectus, and confirm that
we are using the Base Prospectus accordingly."

(each an Authorised Offeror).

Offer period: The Issuer's consent referred to above is given for
Public Offers of Notes during [offer period for the issue to be
specified here] (the Offer Period).

Conditions to consent: The conditions to the Issuer's consent [(in
addition to the conditions referred to above)] are that such consent (a)
is only valid during the Offer Period; (b) only extends to the use of
this Base Prospectus to make Public Offers of the relevant Tranche of
Notes in
[Belgium/ Czech Republic/ Denmark/ Finland/ France/ Germany/
Ireland/ Italy/ Luxembourg/ The Netherlands/ Norway/ Poland/
Portugal/ Spain/ Sweden/ United Kingdom] and (c) [specify any other
conditions applicable to the Public Offer of the particular Tranche].

AN INVESTOR INTENDING TO ACQUIRE OR ACQUIRING
ANY NOTES IN A PUBLIC OFFER FROM AN AUTHORISED
OFFEROR WILL DO SO, AND OFFERS AND SALES OF
SUCH NOTES TO AN INVESTOR BY SUCH AUTHORISED
OFFEROR WILL BE MADE, IN ACCORDANCE WITH ANY
TERMS AND OTHER ARRANGEMENTS IN PLACE
BETWEEN SUCH AUTHORISED OFFEROR AND SUCH
INVESTOR INCLUDING AS TO PRICE, ALLOCATIONS AND
SETTLEMENT
ARRANGEMENTS.
AUTHORISED
OFFERORS WILL PROVIDE INFORMATION ON THE
TERMS AND CONDITIONS OF THE OFFER TO INVESTORS
THROUGH OUT THE OFFER PERIOD. THE INVESTOR
MUST LOOK TO THE AUTHORISED OFFEROR AT THE
TIME OF SUCH OFFER FOR THE PROVISION OF SUCH
INFORMATION AND THE AUTHORISED OFFEROR WILL
BE RESPONSIBLE FOR SUCH INFORMATION.] [Not
Applicable the Issuer does not consent to the use by any
financial intermediary of the Base Prospectus in connection with a
Public Offer of Notes.]

8

[Section B Issuer [where Natixis Structured Issuance SA is Issuer]]

Element
Title

B.1
Legal and commercial Natixis Structured Issuance SA is the legal name. Natixis Structured
name of the Issuer
Issuance is the commercial name.
B.2
Domicile/ legal form/ Natixis Structured Issuance SA is domiciled at 51, avenue JF
legislation/ country of Kennedy, L-1855 Luxembourg. It is incorporated in, and operates
incorporation
under the laws of, the Grand Duchy of Luxembourg (Luxembourg)
as a société anonyme (public limited liability company).
B.4b
Trend information
Not Applicable There are no known trends, uncertainties, demands,
commitments or events that are reasonably likely to have a material
effect on the prospects of Natixis Structured Issuance SA for its
current financial year.
B.5
Description
of
the Natixis Structured Issuance SA is a wholly owned indirect subsidiary
Group
of NATIXIS.
With effect as of 31 July 2009 (non-inclusive), NATIXIS was
affiliated with BPCE, the central body for the new banking group
formed by the combination of Groupe Banque Populaire and Groupe
Caisse d'Epargne, which closed on 31 July 2009. This affiliation with
BPCE is governed by article L.511-30 of the French Monetary and
Financial Code (Code Monétaire et Financier).
As central body and pursuant to article L. 511-31 of the French
Monetary and Financial Code, BPCE is responsible for guaranteeing
the liquidity and solvency of NATIXIS.
BPCE is the main shareholder of NATIXIS and, as such, exercises the
responsibilities laid out by banking regulations.
B.9
Profit
forecast
or Not Applicable No profit forecasts or estimates have been made in
estimate
the Base Prospectus.
B.10
Audit
report Not Applicable No qualifications are contained in any audit report
qualifications
included in the Base Prospectus.
B.12
Selected historical key As of 31 December 2018, Natixis Structured Issuance SA's total
financial information
assets were 6,382,062,386.77. The profit of Natixis Structured
Issuance SA as of 31 December 2018 was 2,464,432.29.
As of 31 December 2017, Natixis Structured Issuance SA's total
assets were 5,475,184,964.09. The profit of Natixis Structured
Issuance SA as of 31 December 2017 was 1,656,544.03.

No material adverse There has been no material adverse change in the prospects of Natixis
change statement
Structured Issuance SA since 31 December 2018.

9

Element
Title

Significant changes in Not applicable. There has been no significant change in the financial
the financial or trading or trading position of Natixis Structured Issuance SA since 31
position
December 2018.
B.13
Events impacting the Not Applicable There are no recent events particular to Natixis
Issuer's solvency
Structured Issuance SA which are to a material extent relevant to the
evaluation of Natixis Structured Issuance SA's solvency.
B.14
Dependence upon other Natixis Structured Issuance SA is a wholly owned indirect subsidiary
group entities
of NATIXIS. It is dependent upon its owner NATIXIS.
B.15
Principal activities
The principal activities of Natixis Structured Issuance SA are, inter
alia, to acquire, deal with and/or provide finance in the form of loans,
options, derivatives and other financial assets and financial
instruments in any form and of any nature, to obtain funding by the
issue of Notes or other financial instruments and to enter into
agreements and transactions in connection thereto.
B.16
Controlling
Natixis Structured Issuance SA is an indirect wholly owned subsidiary
shareholders
of NATIXIS. Natixis Structured Issuance SA is 100% owned by
Natixis Trust, which in turn is owned by NATIXIS. BPCE is the main
shareholder of NATIXIS and, as such, exercises the responsibilities
laid out by banking regulations. As at 31 December 2018, BPCE held
70.70% of the share capital of NATIXIS.
B.17
Credit ratings
Not applicable, Natixis Structured Issuance SA and its debt securities
are not rated.
B.18
Description
of
the NATIXIS has granted certain undertakings for the benefit of the
Guarantee
holders of certain financial instruments (which expression includes
Notes, which term shall include Certificates issued under the
Programme) of Natixis Structured Issuance SA in an irrevocable and
unconditional guarantee dated 23 January 2014 (the NATIXIS
Guarantee).

NATIXIS therefore irrevocably and unconditionally guarantees to the
holder of each such Note due payment of all sums expressed to be
payable by Natixis Structured Issuance SA under the Notes upon
demand from the relevant holder of such Notes in accordance with the
provisions of the NATIXIS Guarantee.
B.19
NATIXIS as Guarantor
The Notes will benefit from the NATIXIS Guarantee.

10