Obbligazione Natixis Global 0% ( FR0013183829 ) in USD

Emittente Natixis Global
Prezzo di mercato 100 USD  ▲ 
Paese  Francia
Codice isin  FR0013183829 ( in USD )
Tasso d'interesse 0%
Scadenza 04/06/2018 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione NATIXIS FR0013183829 in USD 0%, scaduta


Importo minimo /
Importo totale /
Descrizione dettagliata Natixis è una banca di investimento francese, parte del gruppo BPCE, che offre servizi finanziari a clienti istituzionali e privati in tutto il mondo.

L'obbligazione con codice ISIN FR0013183829 emessa da NATIXIS in Francia, denominata in USD, con tasso di interesse 0%, scadenza 04/06/2018, frequenza di pagamento 2, è giunta a scadenza ed è stata rimborsata al 100%.








BASE PROSPECTUS DATED 26 NOVEMBER 2021

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 under the laws of the Grand Duchy of
Luxembourg)
as Issuer
Warrant Programme
Under the terms of this warrant programme (the "Programme"), Natixis Structured Issuance SA and NATIXIS (each an
"Issuer" and together the "Issuers") may from time to time issue warrants ("Warrants") of any kind, including, but not
limited to, Warrants relating to a specified index or a basket of indices ("Index Warrants"), a specified share or a basket
of shares ("Share Warrants"), a specified currency ("Currency Warrants"), a specified commodity or a basket of
commodities ("Commodity Warrants"), any specified credit events in relation to certain specified entities ("Credit
Linked Warrants"), a specified fund or a basket of funds ("Fund Warrants"), and a specified interest rate or a basket of
interest rates ("Rate Warrants") (each such asset or other basis of reference, an "Underlying"). The Issuers may also
from time to time issue Warrants linked to a basket containing a combination of assets comprising Underlyings ("Hybrid
Warrants"). Subject to compliance with all relevant laws, regulations and directives, the Warrants may have no exercise
date and no fixed settlement date ("Open-ended Warrants"). Each issue of Warrants will be issued on the terms set out
herein which are relevant to such Warrants under "Terms and Conditions of the Warrants" (the "Conditions") completed,
but only for the purposes of such issue, by the provisions of the relevant final terms (the "Final Terms") which, with
respect to Warrants which are to be listed on a stock exchange, will be delivered to such stock exchange and/or other
relevant authority on or prior to the date of listing of such Warrants and, in the case of Warrants to be listed on the Official
List of the Luxembourg Stock Exchange and admitted to trading on the regulated market of the Luxembourg Stock
Exchange or its Euro MTF market (or, in each case, the professional segment for qualified investors thereof), filed with the
Luxembourg Stock Exchange on or before the date of issue of such Warrants.
Natixis Structured Issuance SA ("Natixis Structured Issuance") is a wholly-owned, indirect subsidiary of NATIXIS.
Natixis Structured Issuance has the benefit of a guarantee undertaking given by NATIXIS (in such capacity, the
"Guarantor") to Natixis Structured Issuance (the "NATIXIS Guarantee" as described in "Description of the Issuers ­
Description of Natixis Structured Issuance ­ NATIXIS Guarantee"). Issues of Warrants by Natixis Structured Issuance
under the Programme will have the benefit of the NATIXIS Guarantee.
The form of the Final Terms is set out herein and will specify with respect to the issue of Warrants to which it relates, inter
alia, the Issuer, the specific designation of the Warrants, the aggregate number and type of the Warrants, the date of issue
of the Warrants, the issue price, the exercise price, the Underlying to which the Warrants relate, the exercise period or date,
whether automatic exercise applies to the Warrants and certain other terms relating to the offering and sale of the Warrants.
The Final Terms relating to an issue of Warrants will be attached to, or endorsed upon, the Global Warrant (as defined
below) representing such Warrants. The Final Terms complete the Conditions and a supplement or supplements to the Base
Prospectus, if appropriate, will be made available which will describe the terms of such Warrants.
Each issue of Warrants will entitle the holder thereof (on due exercise and subject to certification as to non-U.S. beneficial
ownership) either to receive a cash amount (if any) calculated in accordance with the relevant terms or to receive physical
delivery of the Underlying against payment of a specified sum, all as set forth in the Conditions and in the applicable Final
Terms.
Prospective purchasers of Warrants should ensure that they understand the nature of the relevant Warrants and
the extent of their exposure to risks and that they consider the suitability of the relevant Warrants as an investment
in the light of their own circumstances and financial condition. Warrants involve a high degree of risk, including
the risk of their expiring worthless. Potential investors should be prepared to sustain a total loss of the purchase
price of their Warrants. See "Risk Factors" herein.
1







This Base Prospectus has been approved as a base prospectus by the Commission de Surveillance du Secteur Financier
(the "CSSF"), as competent authority under the Luxembourg Law of July 16, 2019 (the "Prospectus Law 2019")
implementing Regulation (EU) 2017/1129, as amended (the "Prospectus Regulation"). The CSSF only approves this Base
Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus
Regulation. Approval by the CSSF should not be considered as an endorsement of the Issuers or of the quality of the
Warrants. By approving this Base Prospectus, in accordance with Article 20 of the Prospectus Regulation and Article 6 (4)
of the Luxembourg Law on Prospectuses for securities, the CSSF gives no undertaking as to the economic or financial
soundness of the operations or the quality and solvency of any of the Issuers or the Guarantor. Investors should make their
own assessment as to the suitability of investing in the Warrants.
Application has also been made to the Luxembourg Stock Exchange (i) for Warrants issued under the Programme to be
admitted to trading on the Luxembourg Stock Exchange's regulated market (within the meaning of Directive 2014/65/EU,
as amended ("MiFID II")) or on the professional segment for qualified investors of the regulated market and to be listed
on the Official List of the Luxembourg Stock Exchange or (ii) in its capacity as market operator of Euro MTF to list
Warrants issued under the Programme on the Official List of the Luxembourg Stock Exchange and for such Warrants to
be admitted to trading on the Euro MTF market (which is not a regulated market within the meaning of MiFID II) or on
the professional segment for qualified investors of the Euro MTF market for a period of twelve (12) months from the date
of this Base Prospectus.
This Base Prospectus replaces and supersedes the Base Prospectus of the Issuers dated 27 November 2020. This
Base Prospectus is valid for (twelve) 12 months from its date of approval. This Base Prospectus will expire on 26
November 2022. The obligation to supplement this Base Prospectus in the event of a significant new factor, material
mistake or material inaccuracy does not apply when this Base Prospectus is no longer valid.
The Programme provides that Warrants may be listed and/or admitted to trading, as the case may be, on such other or
further stock exchange(s) as the relevant Issuer may decide. The Issuers may also issue unlisted Warrants and/or Warrants
not admitted to trading on any market.
Materialised warrants ("Materialised Warrants") will be represented by a global warrant (each a "Global Warrant")
which will be issued and deposited with a common depositary on behalf of Clearstream Banking S.A. ("Clearstream")
and Euroclear Bank S.A./N.V. ("Euroclear") on the date of issue of the relevant Warrants. No Materialised Warrants in
definitive form will be issued. Dematerialised warrants ("Dematerialised Warrants") will be issued in registered,
dematerialised and uncertified book-entry form. No physical document of title will be issued in respect of Dematerialised
Warrants.
Swiss intermediated securities (Bucheffekten) ("Intermediated Securities") in accordance with article 3 para. 1 of the
Swiss Federal Act on Intermediated Securities of 3 October 2008, as amended ("FISA") may be created under this
Programme. For this purpose, Dematerialised Warrants will be registered with SIX SIS AG, Baslerstrasse 100, 4600 Olten,
Switzerland ("SIS") based on an agreement concluded between SIS and the Swiss issuing and paying agent ("Swiss Issuing
and Paying Agent"). Pursuant to Condition 13 (subject as otherwise provided in the Conditions) such Dematerialised
Warrants and any non-contractual obligations arising out of or in connection with such Dematerialised Warrants will be
governed and shall be construed in accordance with English law. Once registered in SIS's main register and entered into
the accounts of one or more participants of the clearing system, such Dematerialised Warrants will constitute Intermediated
Securities.
As at the date of this Base Prospectus, the long-term senior unsecured debt of NATIXIS is rated A1 (stable) by Moody's
France SAS ("Moody's")1, A (stable) by S&P Global Ratings Europe Limited ("S&P")2 and A+ (negative) by Fitch
Ratings Ireland Limited ("Fitch")3. 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") and is included in the list of credit rating
agencies registered in accordance with the CRA Regulation published on the European Securities and Markets Authority's
website (https://www.esma.europa.eu/supervision/credit-rating-agencies/risk) as of the date of this Base Prospectus. 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.


1 Obligations rated " A" by Moody's are considered upper-medium-grade and are subject to low credit risk.
2 Obligations rated " A" by S&P are more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in
higher-rated categories. However, the obligor's capacity to meet its financial commitments on the obligation is still strong.
3 Obligations rated " A" by Fitch denote expectations of low default risk. The capacity for payment of financial commitments is considered strong. This
capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings.
2







Arranger
NATIXIS

3







IF YOU ARE IN ANY DOUBT ABOUT THE CONTENTS OF THIS DOCUMENT YOU SHOULD
CONSULT YOUR STOCKBROKER, BANK MANAGER, LEGAL ADVISER, ACCOUNTANT OR OTHER
FINANCIAL ADVISER.
No person is authorised to give any information or to make any representation not contained in or not consistent
with this document or any other information supplied in connection with the Programme and, if given or made,
such information or representation must not be relied upon as having been authorised by the Issuers or any
manager of an issue of Warrants (as applicable to such issue of Warrants, each a "Manager").
This Base Prospectus is to be read and construed in conjunction with any supplement hereto, with any Final
Terms and with all documents which are deemed to be incorporated herein by reference (see "Documents
Incorporated by Reference"). Other than in relation to the documents which are deemed to be incorporated by
reference (see "Documents Incorporated by Reference"), the information on the websites to which this Base
Prospectus refers has not been scrutinised or approved by the CSSF or the Luxembourg Stock Exchange and
does not form part of this Base Prospectus unless that information is incorporated by reference into the Base
Prospectus.
The Warrants, the Guarantee and any securities to be issued or delivered on the exercise or settlement of the
Warrants have not been and will not be registered under the United States Securities Act of 1933, as amended
(the "Securities Act") or the securities laws of any state of the United States. The Warrants and the Guarantee
are being sold only outside the United States to non-U.S. persons in accordance with Regulation S under the
Securities Act. Accordingly, the Warrants may not be exercised and the Warrants, the Guarantee and any
securities to be issued or delivered on exercise or settlement of the Warrants may not be offered or sold to any
person in the United States or to, or for the account or benefit of, a U.S. person (as defined in Regulation S
under the Securities Act). Furthermore, trading in the Warrants has not been approved by the United States
Commodity Futures Trading Commission and neither the Guarantor nor any of the Issuers has been or will be
registered as a commodity pool operator under the rules promulgated under the United States Commodity
Exchange Act of 1936, as amended, and no U.S. person may at any time trade or maintain a position in the
Warrants.
Neither Issuer has registered nor intends to register as an "investment company" under the United States
Investment Company Act of 1940, as amended.
The Warrants create options which are either exercisable by the relevant holder or which will be automatically
exercised as provided herein and in the relevant Final Terms. There is no obligation on the relevant Issuer to
pay any amount or deliver any asset to any holder of a Warrant unless the relevant holder duly exercises such
Warrant or such Warrants are automatically exercised and an Exercise Notice is duly delivered and any other
conditions set out herein or in the relevant Final Terms are satisfied. The Warrants will be exercisable in the
manner set forth herein and in the applicable Final Terms. Upon exercise (including upon automatic exercice),
the holder of a Warrant will be required to certify (in accordance with the provisions outlined in "Offering and
Sale" below) that it is not a U.S. person or exercising such Warrant on behalf of a U.S. person. Warrants may
be issued to one or more Managers on a syndicated basis.
The Warrants of each issue may be sold by the relevant Issuer and/or any Manager at such time and at such
prices as the relevant Issuer and/or the Manager(s) may decide. There is no obligation upon the relevant Issuer
or any Manager to sell all of the Warrants of any issue or at the same time. The Warrants of any issue may be
offered or sold from time to time in one or more transactions in the over-the-counter market or otherwise at
prevailing market prices or in negotiated transactions, at the discretion of the relevant Issuer.
The relevant Issuer shall have complete discretion as to what type of Warrants it issues and when.
The Warrants may be settled by Physical Delivery (as defined in the Conditions). The underlying entities (the
securities of which may be delivered) are neither the Issuers nor the Guarantor nor an entity belonging to the
Issuers' or the Guarantor's group.
No Manager has separately verified the information contained herein. Accordingly, no representation, warranty
or undertaking, express or implied, is made and no responsibility is accepted by any Manager as to the accuracy
or completeness of the information contained in this Base Prospectus or any other information provided by the
relevant Issuer. No Manager accepts any liability in relation to the information contained or incorporated by
4







reference in this Base Prospectus or any other information provided by the Issuers in connection with the
Programme.
Neither this Base Prospectus nor any other information supplied in connection with the Programme (i) is
intended to provide the basis of any credit or other evaluation or (ii) should be considered as a recommendation
by the relevant Issuer, (if applicable) the Guarantor or any Manager that any recipient of this Base Prospectus
or any other information supplied in connection with the Programme should purchase any Warrants. Each
investor contemplating purchasing any Warrants should make its own independent investigation of the financial
condition and affairs, and its own appraisal of the creditworthiness, of the Issuers or (if applicable) the
Guarantor. Neither this Base Prospectus nor any other information supplied in connection with the Programme
constitutes an offer or an invitation by or on behalf of the Issuers, (if applicable) the Guarantor or any Manager
or any other person to subscribe for or to purchase any Warrants.
If any commissions or fees relating to the issue and sale of these Warrants have been paid or are payable by
the Manager to an intermediary, then such intermediary may be obliged to fully disclose to its clients the
existence, nature and amount of any such commissions or fees (including, if applicable, by way of discount) as
required in accordance with laws and regulations applicable to such intermediary, including any legislation,
regulation and/or rule implementing MiFID II, or as otherwise may apply in any non-EEA jurisdictions.
Potential investors in any Warrants intending to purchase such Warrants through an intermediary (including
by way of introducing broker) should request details of any such commission or fee payment from such
intermediary before making any purchase hereof.
Neither delivery of this Base Prospectus nor the offering, sale or delivery of any Warrants shall in any
circumstances imply that the information contained herein concerning the Issuers or (if applicable) the
Guarantor is correct at any time subsequent to the date hereof or that any other information supplied in
connection with the Programme is correct as of any time subsequent to the date indicated in the document
containing the same. No Manager undertakes to review the financial condition or affairs of the Issuers or (if
applicable) the Guarantor during the life of the Programme. Investors should review, inter alia, the most
recently published audited financial statements of NATIXIS when deciding whether or not to purchase any
Warrants.
IMPORTANT ­ EEA RETAIL INVESTORS ­ If the Final Terms in respect of any Warrants includes a legend
entitled "Prohibition of Sales to EEA Retail Investors", the Warrants 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 (EU) 2016/97 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 Warrants or otherwise making
them available to retail investors in the EEA has been prepared and therefore offering or selling the Warrants
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 Warrants includes a legend
entitled "Prohibition of Sales to UK Retail Investors", the Warrants 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 (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 (8) of Article 2 of Regulation (EU) No
2017/565 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (the
"EUWA"); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act
2000 (the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97,
where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of
Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA; or (iii) not a qualified
investor as defined in Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the EUWA
(the "UK Prospectus Regulation"). Consequently, no key information document required by Regulation (EU)
No. 1286/2014 as it forms part of UK domestic law by virtue the EUWA (as amended, the "UK PRIIPs
5







Regulation") for offering or selling the Warrants or otherwise making them available to retail investors in the
UK has been prepared and therefore offering or selling the Warrants 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 Warrants will include a
legend entitled "MiFID II product governance" which will outline the target market assessment in respect of
the Warrants and which channels for distribution of the Warrants are appropriate. Any person subsequently
offering, selling or recommending the Warrants (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 Warrants (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 manager
appointed under the Programme from time to time (each a "Manager" and together the "Managers")
subscribing for any Warrants is a manufacturer in respect of such Warrants, but otherwise neither the Arranger
nor the Managers 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 Warrants may include a
legend entitled "UK MiFIR product governance" which will outline the target market assessment in respect of
the Warrants and which channels for distribution of the Warrants are appropriate. Any person subsequently
offering, selling or recommending the Warrants (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 Warrants (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 manager appointed under the Programme from time to time (each a "Manager" and
together the "Managers") subscribing for any Warrants is a manufacturer in respect of such Warrants, but
otherwise neither the Arranger nor the Managers nor any of their respective affiliates will be a manufacturer
for the purpose of the UK MiFIR Product Governance Rules.
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 Warrant, the Issuers have determined,
and hereby notify all relevant persons (as defined in Section 309A(1) of the SFA), that the Warrants 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 of Singapore) 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).
6







RESPONSIBILITY STATEMENT
To the best of NATIXIS' knowledge, the information contained in this Base Prospectus for each Tranche of
Warrants issued under the Programme is in accordance with the facts and contains no omission likely to affect
its import and NATIXIS accepts responsibility accordingly.
NATIXIS
30, avenue Pierre Mendès France
75013 Paris
France
To the best of Natixis Structured Issuance's knowledge, the information contained in this Base Prospectus for
each Tranche of Warrants issued by Natixis Structured Issuance under the Programme is in accordance with the
facts and contains no omission likely to affect its import and Natixis Structured Issuance accepts responsibility
accordingly.
NATIXIS STRUCTURED ISSUANCE SA
51, avenue JF Kennedy
L-1855 Luxembourg
Grand Duchy of Luxembourg
7







PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Unless otherwise indicated, the financial information in this Base Prospectus relating to NATIXIS has been
derived from the audited annual consolidated financial statements of NATIXIS and the unaudited semi-annual
consolidated financial statements of NATIXIS (together, the "NATIXIS Financial Statements").
NATIXIS' financial year ends on 31 December, and references in this Base Prospectus to any specific year are
to the twelve-month period ended on 31 December of such year. The NATIXIS Financial Statements have been
prepared in accordance with International Financial Reporting Standards ("IFRS") issued by the International
Accounting Standards Board.
Unless otherwise indicated, the financial information in this Base Prospectus relating to Natixis Structured
Issuance has been derived from the audited financial statements of Natixis Structured Issuance, the unaudited
interim financial statements and the unaudited interim cash flow statements of Natixis Structured Issuance
(together, the "NSI Financial Statements").
Natixis Structured Issuance's financial year ends on 31 December, and references in this Base Prospectus to any
specific year are to the twelve-month period ended on 31 December of such year. The NSI Financial Statements
have been prepared in accordance with Luxembourg generally accepted accounting principles ("Lux GAAP").
In this Base Prospectus, references to:
· "USD" and "US dollar" are to the lawful currency for the time being of the United States of America;
· "euro" and "EUR" are to the currency introduced at the start of the third stage of European economic
and monetary union pursuant to the Treaty on the functioning of the European Union, as amended.
Certain figures and percentages included in this Base Prospectus have been subject to rounding adjustments;
accordingly, figures shown in the same category presented in different tables may vary slightly and figures
shown as totals in certain tables may not be an arithmetic aggregation of the figures which precede them.
8







IMPORTANT CONSIDERATIONS
The Warrants may not be a suitable investment for all investors
Terms used but not defined herein have the meaning ascribed to them in the Conditions. Each potential investor
in the Warrants must determine the suitability of that investment in light of its own circumstances. In particular,
each potential investor should:
(a)
have sufficient knowledge and experience to make a meaningful evaluation of the Warrants, the merits
and risks of investing in the Warrants and the information contained or incorporated by reference in this
Base Prospectus or any applicable supplement and all information contained in the applicable Final
Terms;
(b)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular
financial situation, an investment in the Warrants and the impact the Warrants will have on its overall
investment portfolio;
(c)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the Warrants,
including, but not limited to, (i) Warrants with Cash Settlement Amount payable in one or more
currencies or where the Settlement Currency is different from the potential investor's currency and (ii)
Physical Delivery Warrants in respect of payment of the Exercise Price multiplied by the Parity (if any);
(d)
understand thoroughly the terms of the Warrants and be familiar with the behaviour of any relevant
indices and financial markets and Underlyings; and
(e)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic,
interest rate and other factors that may affect its investment and its ability to bear the applicable risks.
AN INVESTMENT IN THE WARRANTS 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.
In addition, an investment in Share Warrants, Index Warrants, Commodity Warrants, Fund Warrants, Rate
Warrants, Currency Warrants, Hybrid Warrants, Credit Linked Warrants or Warrants linked to other
Underlyings may entail significant risks not associated with investments in conventional securities such as debt
or equity securities including, but not limited to, the risks set out in "Risk Factors" below.
Warrants are complex financial instruments. Sophisticated institutional investors generally do not purchase
complex financial instruments as stand-alone investments. They purchase complex financial instruments as a
way to reduce risk or enhance yield with an understood, measured, and appropriate addition of risk to their
overall portfolios. A potential investor should not invest in Warrants unless it has the expertise (either alone or
with a financial adviser) to evaluate how the Warrants will perform under changing conditions, the resulting
effects on the value of the Warrants and the impact this investment will have on the potential investor's overall
investment portfolio.
Investors should consult NATIXIS should they require a copy of the 2006 ISDA Definitions or a copy of
the 2021 ISDA Definitions.
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 Warrantholders. Such actions and conflicts may include, without limitation: engaging in transactions
relating to the Warrants 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 Warrants without being obliged to inform the
Warrantholders about any such purchase or sale; exercising certain functions with regard to the Warrants, e.g.
as calculation or paying agent; issuing further derivative instruments which may be competing with the
Warrants; receiving non-public information in relation to an Underlying of the Warrants or the issuer of such
9







Underlying where neither NATIXIS, Natixis Structured Issuance nor any of their respective affiliates is required
to inform the Warrantholders of such information; and hedging transactions or other transactions in the relevant
Underlying of the Warrants 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 Warrants or the effect that such activities may directly or indirectly have on any Warrant.
In addition, the relevant Issuer, (if applicable) the Guarantor or any of their respective affiliates may engage in
trading or hedging transactions involving the Warrants, any Underlying, or other derivative products that may
affect the value of the Warrants.
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 Warrants 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 Warrantholders, 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 Warrant
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
Warrants 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 Managers 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 Managers 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 Warrants. 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.
Taxation
Prospective investors and sellers of the Warrants 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 Warrants 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 Warrants. 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 Warrants. Only these advisors are in a position to duly consider
the specific situation of the prospective investor.

10






Document Outline