Obligation Natixis Global 0% ( XS0776125568 ) en USD

Natixis Global

100 % ⇌

France

XS0776125568 ( en USD )

01/05/2042

Prospectus brochure de l'obligation NATIXIS XS0776125568 en USD 0%, échéance 01/05/2042

Natixis est une banque de financement, de gestion et d'assurance appartenant au Groupe BPCE, offrant des services à une clientèle institutionnelle, corporate et de gestion de patrimoine.

L'Obligation émise par Natixis Global ( France ) , en USD, avec le code ISIN XS0776125568, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/05/2042

Euro 45,000,000,000
Medium Term Notes
and other Debt Instruments Programme
Under the Medium Term Notes and other Debt Instruments Programme described in this Base Prospectus (the "Programme"), Natixis (the "Issuer"), subject to
compliance with all relevant laws, regulations and directives, may from time to time issue Medium Term Notes and other Debt Instruments (each a "Note" and
collectively the "Notes"). The aggregate nominal amount of Notes outstanding will not at any one time exceed 45,000,000,000 (or the equivalent in other
currencies at the date of issue).
The Notes shall be governed by either English law ("English Law Notes") or French law ("French Law Notes"), as specified in the applicable Final Terms, and the
corresponding provisions in "Terms and Conditions of the Notes" below will apply to such Notes.
Application has been made for Notes 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 the Euro MTF market during the period of twelve months after the date of publication of this Base Prospectus in accordance with
Article 14 of Directive 2003/71/EC, as amended (which includes the amendments made by Directive 2010/73/EU) to the extent that such amendments have been
implemented in a relevant Member State of the European Economic Area (the "Prospectus Directive") and Article 16 of the Luxembourg law of 10 July 2005
implementing the Prospectus Directive. 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 Luxembourg Stock Exchange or, as the case may
be, a Regulated Market (as defined below) or other stock exchange(s). The Programme provides that Notes may be listed on such other or further stock exchanges as
may be agreed between the Issuer and the relevant Dealer(s), and may also be unlisted. The Luxembourg Regulated Market is a regulated market for the purposes of
the Directive 2004/39/EC ("MIFID Directive") (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 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 as to the economic and financial soundness of the transactions contemplated by this Base Prospectus or the quality or solvency of the
Issuer in accordance with Article 7(7) of the Prospectus Act 2005. In accordance with Article 18 of the Prospectus Directive and Article 19 of the Luxembourg law
of 10 July 2005, the Issuer reserves 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.
In respect of English Law Notes, each Tranche (as defined in "Issue of Notes" below) of Notes in bearer form having an original maturity of more than one year will
initially be represented by a temporary Global Note and each other Tranche of Notes having an original maturity of one year or less will initially be represented by a
permanent Global Note. Interests in temporary Global Notes will be exchangeable for interests in permanent Global Notes or, if so stated in the applicable Final
Terms, for definitive Notes, in the case of Notes in bearer form after the date falling 40 days after the issue date upon certification as to non-U.S. beneficial
ownership. Interests in permanent Global Notes will be exchangeable for definitive Notes in bearer form or (in the case of Exchangeable Bearer Notes) registered
form, in each case, as described under "Summary of Provisions Relating to the Notes while in Global Form". Notes in registered form "Registered Notes" will be
represented by registered certificates (each a "Certificate"), one Certificate being issued in respect of each Noteholders 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") they are intended to be
eligible collateral for Eurosystem monetary policy and the Global Notes will be delivered on or prior to the original issue date of the relevant Tranche to a common
safekeeper (the "Common Safekeeper") for Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg").
Notes in registered form will be represented by registered certificates (each a "Certificate"), one Certificate being issued in respect of each Noteholders entire
holding of Registered Notes of one Series. Registered Notes issued in global form will be represented by registered global certificates ("Global Certificates"). If a
Global Certificate is held under the New Safekeeping Structure (the "NSS") the Global Certificate will be delivered on or prior to the original issue date of the
relevant Tranche to a Common Safekeeper for Euroclear and Clearstream, Luxembourg. Global Notes which are not issued in NGN form ("Classic Global Notes"
or "CGNs") and Global Certificates which are not held under the NSS may (a) in the case of a Tranche intended to be cleared through Euroclear and/or Clearstream,
Luxembourg on the issue date with a common depositary on behalf of Euroclear and Clearstream, Luxembourg or (b) in the case of a Tranche intended to be cleared
through Euroclear France, may be deposited on the issue date with Euroclear France acting as Central Depositary or (c) in the case of a Tranche intended to be
cleared through a clearing system other than or in addition to Euroclear or Clearstream, Luxembourg or delivered outside a clearing system, as agreed between the
Issuer and the relevant Dealer(s). Each series of Registered Notes will be sold in an "offshore transaction" within the meaning of Regulation S under the US
Securities Act of 1933 (as amended) (the "Securities Act") and 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 regulated market of the Luxembourg Stock Exchange will) be
deposited on the issue date with a common depositary on behalf of Euroclear and Clearstream, Luxembourg. An Unrestricted Global Certificate in respect of a
Tranche of Notes that is not to be listed on the regulated market of the Luxembourg Stock Exchange may be cleared through a clearing system other than or in
addition to Euroclear or Clearstream, Luxembourg or delivered outside a clearing system, as agreed between the Issuer and the relevant Dealer.
In respect of English Law Notes, beneficial interests in Global Certificates held by Euroclear and/or Clearstream, Luxembourg will be shown on, and transfers
thereof will be effected only through, records maintained by Clearstream, Luxembourg and/or Euroclear and their participants. See "Clearing and Settlement".
French Law Notes may be issued either in dematerialised form ("Dematerialised Notes") or in materialised form ("Materialised Notes") as more fully described
herein.
In respect of French Law Notes, Dematerialised Notes will at all times be in book entry form in compliance with Articles L.211-3 and R.211-1 of the French Code
monétaire et financier. No physical documents of title will be issued in respect of the Dematerialised Notes.
In respect of French Law Notes, Dematerialised Notes may, at the option of the Issuer, be in bearer dematerialised form (au porteur) inscribed as from the issue date
thereof, in the books of Euroclear France S.A. ("Euroclear France") (acting as central depositary) which shall credit the accounts of Account Holders (as defined in

1

"Terms and Conditions of the Notes -- Form, Denomination(s), Title and Redenomination") including Euroclear and the depositary bank for Clearstream,
Luxembourg, or in registered dematerialised form (au nominatif) and, in such latter case, at the option of the relevant holder, in either fully registered form
(nominatif pur), in which case they will be inscribed in an account in the books of Euroclear France maintained by a registration agent (appointed 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 Account Holders
designated by the relevant holder of Notes.
In respect of French Law Notes, Materialised Notes will be in bearer materialised form only and may only be issued outside France. A temporary global certificate
in bearer form without interest coupons attached (a "Temporary Global Certificate") will initially be issued in relation to Materialised Notes. Such Temporary
Global Certificate will subsequently be exchanged for definitive Materialised Notes in bearer form on or after a date expected to be on or about the 40th day after the
issue date of the Notes (subject to postponement as described in "Temporary Global Certificates issued in respect of Materialised Notes") upon certification as
to non-US beneficial ownership with, where applicable, coupons for interest attached.
In respect of French Law Notes, Temporary Global Certificates will (a) in the case of a Tranche intended to be cleared through Euroclear and/or Clearstream,
Luxembourg, be deposited on the issue date with a common depositary for Euroclear and/or Clearstream, Luxembourg, (b) in the case of a Tranche intended to be
cleared through Euroclear France, be deposited with Euroclear France as central depositary, and (c) in the case of a Tranche intended to be cleared through a
clearing system other than or in addition to Euroclear and/or Clearstream, Luxembourg and Euroclear France or delivered outside a clearing system, be deposited as
agreed between the Issuer and the relevant Dealer (as defined below).
French Law Notes may not be offered or resold within the United States or to, or for the account or benefit of, U.S. persons.
The price and the amount of the relevant Notes to be issued under the Programme will be determined by the Issuer and the relevant Dealer based on then prevailing
market conditions at the time of the issue of such Notes and will be set out in the applicable Final Terms.
As of the date of this Base Prospectus, the long term senior unsecured debt of the Issuer is rated A2 (stable) by Moody's Investors Services Inc. ("Moody's"), A
(negative) 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 Community and is registered under Regulation (EC) No 1060/2009 of the European Parliament and of the Council of 16 September 2009 on credit rating
agencies, amended by Regulation (EC) No 513/2011 of the European Parliament and of the Council of 11 March 2011 (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 will publish that updated list in the Official Journal of the European Union within 30 days following such update. A rating
is not a recommendation to buy, sell or hold securities and may be subject to suspension, change, or withdrawal at any time by the assigning rating agency.
Prospective investors should have regard to the risk factors described in the section headed "Risk Factors" in this Base Prospectus.

Co-Arrangers for the Programme
Natixis
Goldman Sachs International
Dealers
Barclays
Mizuho Securities
Deutsche Bank
Morgan Stanley
Goldman Sachs International
Natixis
HSBC
Natixis Funding
J.P. Morgan
Nomura
BofA Merrill Lynch
The Royal Bank of Scotland
UBS Investment Bank
The date of this Base Prospectus is 5 September 2013

2

Responsibility Statement
To the best of the Issuers knowledge (having taken all reasonable care to ensure that such is the case), the
information contained or incorporated by reference in this Base Prospectus and the applicable Final Terms in
respect of it and its subsidiaries and affiliates taken as a whole is in accordance with the facts and does not
omit anything likely to affect the import of such information. The Issuer accepts responsibility accordingly.
This Base Prospectus (together with any supplements to this Base Prospectus published from time to time
(each a "Supplement" and together the "Supplements")) comprises a base prospectus for the purposes of
Article 5.4 of the Prospectus Directive and for the purpose of giving information with regard to the Issuer and
the Issuers subsidiaries and affiliates taken as a whole (the "Group") and the Notes which, according to the
particular nature of the Issuer and the Notes, is necessary to enable investors to make an informed assessment
of the assets and liabilities, financial position, profit and losses and prospects of the Issuer.
This Base Prospectus is to be read in conjunction with any supplement hereto and all documents which are
deemed to be incorporated herein by reference (see "Documents Incorporated by Reference" below).
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 Issuer or any of the
Dealers or the Co-Arrangers. 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 Issuer since the date hereof or the date upon which this Base Prospectus has been most recently amended
or supplemented or that there has been no adverse change in the financial position of the Issuer since the date
hereof or the date upon which this Base Prospectus has been most recently amended or 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 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 Issuer, the
Dealers and the Co-Arrangers to inform themselves about and to observe any such restriction.
In particular, there are restrictions on the distribution of this Base Prospectus and the offer or sale of the Notes
in the European Economic Area (including, in particular, the United Kingdom, France, Italy and The
Netherlands), Switzerland, Singapore, Japan, Taiwan, Hong Kong and the United States (see "Plan of
Distribution" below).
It should be remembered that the price of securities and the income from them can go down as well as up.
If you are in any doubt about the contents of this document you should consult your stockbroker, bank
manager, solicitor, accountant or other financial adviser.
An 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.
THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES, AND THE NOTES MAY INCLUDE NOTES (INCLUDING
MATERIALISED NOTES) IN BEARER FORM OR EXCHANGEABLE BEARER NOTES THAT ARE
SUBJECT TO U.S. TAX LAW REQUIREMENTS. SUBJECT TO CERTAIN EXCEPTIONS, NOTES MAY
NOT BE OFFERED, SOLD OR, IN THE CASE OF NOTES (INCLUDING MATERIALISED NOTES) IN

3

BEARER FORM OR EXCHANGEABLE BEARER NOTES, DELIVERED WITHIN THE UNITED
STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS.
THE NOTES ARE BEING OFFERED AND SOLD OUTSIDE THE UNITED STATES TO NON-U.S.
PERSONS IN RELIANCE ON REGULATION S OF THE SECURITIES ACT. FOR A DESCRIPTION OF
CERTAIN RESTRICTIONS ON OFFERS, SALES AND TRANSFERS OF NOTES AND DISTRIBUTION
OF THIS BASE PROSPECTUS SEE "TRANSFER RESTRICTIONS" AND "PLAN OF DISTRIBUTION".
FRENCH LAW NOTES MAY NOT BE OFFERED OR RESOLD WITHIN THE UNITED STATES OR TO,
OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS.
THE NOTES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND
EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION IN THE UNITED STATES OR
ANY OTHER U.S. REGULATORY AUTHORITY, NOR HAS ANY OF THE FOREGOING AUTHORITIES
PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OF NOTES OR THE ACCURACY
OR THE ADEQUACY OF THIS BASE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENCE IN THE UNITED STATES.
TO NEW HAMPSHIRE RESIDENTS: NEITHER THE FACT THAT A REGISTRATION
STATEMENT NOR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER CHAPTER
421-B OF THE NEW HAMPSHIRE REVISED STATUTES WITH THE STATE OF NEW
HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A
PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY
THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER
RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR
THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A
TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON
THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO,
ANY PERSONS, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO
BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY
REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
This Base Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer, the
Co-Arrangers or the Dealers to subscribe for, or purchase, any Notes.
To the fullest extent permitted by law, none of the Dealers or the Co-Arrangers (other than Natixis in its
capacity as Issuer) accept any responsibility for the contents of this Base Prospectus or for any other
statement, made or purported to be made by the Co-Arrangers or a Dealer (other than Natixis in its capacity as
Issuer) or on its behalf in connection with the Issuer or the issue and offering of the Notes. Each Co-Arranger
and each Dealer (other than Natixis in its capacity as Issuer) accordingly disclaims all and any liability
whether arising in tort or contract or otherwise (save as referred to above) which it might otherwise have in
respect of this Base Prospectus or any such statement. 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 the Issuer, any of the Dealers or the Co-Arrangers that any recipient of this Base
Prospectus or of any 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 the
Notes should be based upon such investigation as it deems necessary. None of the Dealers or the Co-
Arrangers (other than the Issuer in its capacity as an Issuer) undertakes to review the financial condition or
affairs of the Issuer 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 any of the
Dealers or the Co-Arrangers (other than the Issuer as aforesaid).

4

In connection with the issue of any Tranche, the Dealer or Dealers (if any) named as the Stabilisation
Manager(s) will act as a stabilising agent (the "Stabilising Manager(s)"). The identity of the Stabilising
Manager(s) will be disclosed in the applicable Final Terms. References in the next paragraph to "the issue of
any Tranche" are to each Tranche in relation to which a Stabilisation Agent is appointed.
In connection with the issue of any Tranche (as defined below) of Notes, the Stabilising Manager(s) or any
person duly appointed acting for the Stabilisation Manager(s) 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, there is no assurance that the Stabilising Manager(s) or persons acting on behalf of a Stabilising
Manager will undertake stabilisation action. 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 be ended 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 action or over-allotment must be conducted by the relevant Stabilising Manager(s) (or persons
acting on behalf of any Stabilising Manager(s)) in accordance with all applicable laws and rules.
In this Base Prospectus, unless otherwise specified or the context otherwise requires, references to "",
"EUR" and "euro" are to the single currency of the participating member states of the European Union
which was introduced on 1 January 1999, and references to "U.S.$" and "dollars" are to the lawful
currency of the United States of America, references to "GBP", "pounds sterling", "£" and "Sterling"
are to the lawful currency of the United Kingdom, references to "JPY", "Japanese yen" and "Yen" are
to the lawful currency of Japan and references to "Swiss francs" or "CHF" are to the lawful currency of
the Helvetic Confederation.

5

ISSUE OF NOTES
Notes will be issued on a continuous basis in series (each a "Series") having one or more issue dates and
(except in respect of the first payment of interest) on terms otherwise identical, the Notes of each Series being
intended to be interchangeable with all other Notes of that Series. Each Series may be issued in tranches (each
a "Tranche") on different issue dates. The specific terms of each Series will be set forth in final terms (the
"Final Terms") which will contain the information described under "General Information".

6

Table of Contents
SUMMARY ................................................................................................................................................... 8
RISK FACTORS .......................................................................................................................................... 34
DOCUMENTS INCORPORATED BY REFERENCE ................................................................................ 50
CONDITIONS RELATING TO THE CONSENT OF THE ISSUER TO THE USE OF THE BASE
PROSPECTUS .................................................................................................................................... 56
GENERAL DESCRIPTION OF THE PROGRAMME ............................................................................... 58
TERMS AND CONDITIONS OF THE NOTES ......................................................................................... 63
PROVISIONS RELATING TO THE ENGLISH LAW NOTES WHILE IN GLOBAL FORM ................ 368
ADDITIONAL TERMS AND CONDITIONS OF THE NOTES .............................................................. 374
ANNEX RELATING TO CUSTOM INDICES ......................................................................................... 496
TEMPORARY GLOBAL CERTIFICATES ISSUED IN RESPECT OF FRENCH LAW
MATERIALISED NOTES ................................................................................................................ 514
USE OF PROCEEDS ................................................................................................................................. 515
CLEARING AND SETTLEMENT IN RESPECT OF ENGLISH LAW NOTES ..................................... 516
SELECTED FINANCIAL AND OTHER INFORMATION ...................................................................... 518
AFFILIATION OF NATIXIS TO BPCE AND GUARANTEE AND SOLIDARITY SYSTEM
WITHIN GROUPE BPCE ................................................................................................................. 519
TAXATION ................................................................................................................................................ 522
TRANSFER RESTRICTIONS .................................................................................................................. 540
PLAN OF DISTRIBUTION ...................................................................................................................... 541
FORM OF FINAL TERMS........................................................................................................................ 548
ANNEX TO THE FINAL TERMS IN RELATION TO THE ADDITIONAL TERMS AND
CONDITIONS OF THE NOTES ...................................................................................................... 600
ISSUE SPECIFIC SUMMARY ................................................................................................................. 635
RECENT DEVELOPMENTS .................................................................................................................... 636
GENERAL INFORMATION ..................................................................................................................... 637

7

SUMMARY
Summaries are made up of disclosure requirements known as "Elements". These Elements are numbered in
Sections A E (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 should be included in the summary explaining
why it is not applicable.
Section A Introduction and warnings
Element

A.1
General disclaimer regarding the

This summary should be read as an
Summary
introduction to the Base Prospectus and the
applicable Final Terms.

Any decision to invest in any Notes should
be based on a consideration of this Base
Prospectus as a whole, including any
documents incorporated by reference and
the applicable Final Terms.

Where a claim relating to information
contained in the Base Prospectus and the
applicable Final Terms is brought before a
court in a Member State of the European
Economic Area, the plaintiff may, under the
national legislation of the Member State
where the claim is brought, be required to
bear the costs of translating the Base
Prospectus and the applicable Final Terms
before the legal proceedings are initiated.

Civil liability attaches to the Issuer solely
on the basis of this summary, including any
translation hereof, unless it is misleading,
inaccurate or inconsistent when read
together with the other parts of this Base
Prospectus and the applicable Final Terms
or, following the implementation of the
relevant provisions of Directive 2010/73/EU
in the relevant Member State, it does not
provide, when read together with the other
parts of this Base Prospectus and the
applicable Final Terms, key information (as
defined in Article 2.1(s) of the Prospectus
Directive) in order to aid investors when
considering whether to invest in the Notes.

8

Element

A.2
Consent to use the Base
[Consent: Subject to the conditions set out below, the
Prospectus
Issuer consents to the use of this Base Prospectus in
connection with a Public Offer of Notes by the
Managers[, [names of specific financial intermediaries,]
[and] [each financial intermediary whose name is
published
on
the
Issuers
website
[(http://www.equitysolutions.natixis.fr)]/[insert name of
relevant website] 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
2004/39/EC) and publishes on its website the following
statement (with the information in square brackets being
completed with the relevant information):

"We, [insert legal name of financial intermediary], refer
to the [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 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 Issuers
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 [Luxembourg]/[Italy] and (c)
[specify any other conditions applicable to the
Public/Non-exempt Offer of the particular Tranche, as
set out in the Final Terms].

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

9

Element

AUTHORISED OFFEROR AND SUCH INVESTOR
INCLUDING AS TO PRICE, ALLOCATIONS AND
SETTLEMENT
ARRANGEMENTS.

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.]

Section B Issuer
Element
Title

B.1
Legal and commercial name of
Natixis
the Issuer
B.2
Domicile/ legal form/
The Issuer is domiciled at 30, avenue Pierre
legislation/ country of
Mendes-France, 75013 Paris, France. It is incorporated
incorporation
in and under the laws of France as a limited liability
company (société anonyme à Conseil d'Administration).
B.4b
A description of any known
Not Applicable - There are no known trends affecting
trends affecting the Issuer and
the Issuer and the industries in which it operates.
the industries in which it
operates.
B.5
Description of the Group
With effect as of 31 July 2009 (non-inclusive), the
Issuer 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) and replaces, with effect as of same date, the
dual affiliation of the Issuer with Caisse Nationale des
Caisses d'Epargne et de Prévoyance ("CNCE") and
Banque Fédérale des Banques Populaires ("BFBP").

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 the Issuer.

BPCE is the main shareholder of the Issuer and, as such,
exercises the responsibilities laid out by banking
regulations. Corporate governance rules and rules
applicable to the members of the board allow prevention
of the risk of abuse of control.

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