Obligation Natixis 0% ( XS2224323597 ) en USD

Natixis

46.571 % ▲

France

XS2224323597 ( en USD )

24/02/2051

Prospectus brochure de l'obligation Natixis XS2224323597 en USD 0%, échéance 24/02/2051

200 000 USD

60 000 000 USD

L'Obligation émise par Natixis ( France ) , en USD, avec le code ISIN XS2224323597, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 24/02/2051

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 Regulation (EU) 2017/1129 (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 24 April 2020 and is valid until 23 April 2021 and must during such period and in accordance with Article 23 of Regulation (EU)
2017/1129 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 Regulation (EU) 2017/1129. 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 Structured Issuance SA Debt Issuance Programme approved by the CSSF on 24 April 2019.
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
or the United Kingdom 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 bonds 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 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 "benchmarks" for the purposes of Regulation (EU) No. 2016/1011 of the European
Parliament and of the Council of 8 June 2016 (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.
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 (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 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 2020

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 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 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.
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.
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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.
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 AND UK RETAIL INVESTORS If the Final Terms in respect of any Notes includes a
legend entitled "Prohibition of Sales to EEA and 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 EEA or in the United Kingdom (the "UK"). 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 on insurance distribution, 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 or in the UK has been prepared and therefore
offering or selling the Notes or otherwise making them available to any retail investor in the EEA or in the UK
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.
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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).
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 competent authority.
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Conflicts of interest the Issuers and their affiliates
Natixis, Natixis Structured Issuance SA 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 SA 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 SA or any of their respective
affiliates. Natixis Structured Issuance SA 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 SA 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.
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
SA 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.
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Taxation
Prospective investors and sellers of the Notes should be aware that they may be required to pay taxes or other
documentary charges or duties in accordance with the laws and practices of the country where the Notes are
acquired and/or transferred or other jurisdictions; including the Issuer's or (if applicable) the Guarantor's
jurisdiction of incorporation, which may have an impact on the income received from the Notes. Potential
investors are advised to ask for their own tax adviser's advice on their individual taxation with respect to the
acquisition, holding, sale and redemption of the Notes. Only these advisors are in a position to duly consider the
specific situation of the prospective investor.
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TABLE OF CONTENTS
Page
GENERAL DESCRIPTION OF THE PROGRAMME ........................................................................................... 9
RISK FACTORS.................................................................................................................................................... 23
BASE PROSPECTUS USER GUIDE ................................................................................................................ 46
DOCUMENTS INCORPORATED BY REFERENCE ......................................................................................... 51
CONDITIONS RELATING TO THE CONSENT OF THE ISSUERS TO THE USE OF THE BASE
PROSPECTUS ....................................................................................................................................................... 62
ONGOING PUBLIC OFFERS .............................................................................................................................. 70
TERMS AND CONDITIONS OF THE NOTES ................................................................................................... 71
TERMS AND CONDITIONS OF THE ENGLISH LAW NOTES ......................................................... 71
TERMS AND CONDITIONS OF THE FRENCH LAW NOTES ........................................................ 129
TERMS AND CONDITIONS OF STRUCTURED NOTES ................................................................ 173
PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM .................................................... 634
ADDITIONAL TERMS AND CONDITIONS OF THE NOTES ....................................................................... 639
ANNEX RELATING TO PROPRIETARY INDICES ........................................................................................ 887
INDEX DISCLAIMERS ...................................................................................................................................... 888
USE OF PROCEEDS ........................................................................................................................................... 889
CLEARING AND SETTLEMENT IN RELATION TO ENGLISH LAW NOTES ........................................... 890
TRANSFER RESTRICTIONS ............................................................................................................................ 895
NATIXIS STRUCTURED ISSUANCE SA ........................................................................................................ 898
NATIXIS .............................................................................................................................................................. 902
DESCRIPTION OF THE WARRANTS .............................................................................................................. 903
DESCRIPTION OF THE PREFERENCE SHARE ISSUER AND THE PREFERENCE SHARES .................. 904
TAXATION ......................................................................................................................................................... 906
SUBSCRIPTION AND SALE ............................................................................................................................. 916
FORM OF FINAL TERMS ................................................................................................................................. 932
ANNEX TO THE FINAL TERMS IN RELATION TO THE ADDITIONAL TERMS AND CONDITIONS
OF THE NOTES ................................................................................................................................................ 1052
RECENT DEVELOPMENTS ........................................................................................................................... 1185
GENERAL INFORMATION ............................................................................................................................ 1186

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GENERAL DESCRIPTION OF THE PROGRAMME
Issuers
Natixis Structured Issuance SA and NATIXIS (each, an Issuer and
together, the Issuers).
Description
Debt Issuance Programme.
Programme Size
Up to 20,000,000,000 (or the equivalent in other currencies at the date
of issue) aggregate principal amount of Notes outstanding at any one
time.
Arranger
NATIXIS.
Dealer
NATIXIS.

The Issuers may from time to time terminate the appointment of any
dealer under the Programme, or appoint additional dealers in respect of
the whole of the Programme, or appoint additional dealers in respect of
one or more Tranches. References in this Base Prospectus to the
Permanent Dealer are to NATIXIS as Dealer and to such additional
persons that are appointed as dealers in respect of the whole Programme
(and whose appointment has not been terminated) and to Dealers are to
the Permanent Dealer and all persons appointed as a dealer in respect
of one or more Tranches.
Certain Restrictions
Each issue of Notes denominated in a currency in respect of which
particular laws, guidelines, regulations, restrictions or reporting
requirements apply will only be issued in circumstances which comply
with such laws, guidelines, regulations, restrictions or reporting
requirements from time to time (see "Subscription and Sale").
Fiscal Agent
BNP Paribas Securities Services, Luxembourg Branch with respect to
English Law Notes, and BNP Paribas Securities Services with respect
to French Law Notes.
BNP Paribas Securities Services Luxembourg Branch, being part of a
financial group providing client services with a worldwide network
covering different time zones, may entrust parts of its operational
processes to other BNP Paribas Group entities and/or third parties,
whilst keeping ultimate accountability and responsibility in
Luxembourg.
Further information on the international operating model of BNP
Paribas Securities Services Luxembourg Branch may be provided upon
request.
Method of Issue
The Notes will be issued on a syndicated or non-syndicated basis.
Issue Price
Notes may be issued at their principal amount or at a discount or
premium to their principal amount.
Form of Notes
With respect to English Law Notes:
The Notes may be issued in certificated bearer form only (Bearer
Notes), in certificated bearer form exchangeable for Registered Notes
(Exchangeable Bearer Notes) or in certificated registered form only
(Registered Notes). Each Tranche of Bearer Notes and Exchangeable
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Bearer Notes will be represented on issue by a temporary Global Note
if (i) definitive Notes are to be made available to Noteholders following
the expiry of 40 days after their Issue Date or (ii) such Notes are being
issued in compliance with the D Rules (as defined under "Selling
Restrictions" below), otherwise such Tranche will be represented by a
permanent Global Note. Registered Notes will be represented by
Certificates, one Certificate being issued in respect of each Noteholder's
entire holding of Registered Notes of one Series. Certificates
representing Registered Notes that are registered in the name of a
nominee for one or more clearing systems are referred to as Global
Certificates.

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 issued and 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.

Italian Notes (as defined below) (including those issued in the form of
certificates) are issued in uncertificated and dematerialised book-entry
form and centralised with Monte Titoli S.p.A. (Monte Titoli), pursuant
to Italian Legislative Decree dated 24 February 1998, No. 58, as
amended and integrated by subsequent implementing provisions (the
Italian Financial Services Act). As such, Italian Notes are not
constituted by any physical document of title and no global or definitive
Notes will be issued in respect of them.

With respect to French Law Notes:
The Notes may be issued in (i) bearer dematerialised form (au porteur)
only (Bearer Notes), or (ii) in registered dematerialised form (au
nominatif) only and, in such case, at the option of the relevant
Noteholder, (a) in administered registered dematerialised form (au
nominatif administré) (Administered Registered Notes), or (b) in
fully registered dematerialised form (au nominatif pur) (Fully
Registered Notes, together with the Administered Registered Notes,
the Registered Notes).
Clearing Systems
With respect to English Law Notes: Clearstream, Euroclear, Monte
Titoli or, if so specified in the Final Terms in relation to any Tranche,
such other clearing system as may be agreed between the relevant
Issuer, the Fiscal Agent and the relevant Dealer(s).

See "Clearing and Settlement in Relation to English Law Notes" for
details about the clearing of Clearing System Dematerialised Notes.

With respect to French Law Notes: Euroclear France.
Initial Delivery of Notes
With respect to English Law Notes:
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