Obligation Natixis Structured Finance 0% ( XS1696503496 ) en USD

Natixis Structured Finance

100 % ▼

Luxembourg

XS1696503496 ( en USD )

12/04/2023 - Obligation échue

Prospectus brochure de l'obligation Natixis Structured Issuance XS1696503496 en USD 0%, échue

1 000 USD

2 000 000 USD

Natixis Structured Issuance est une branche de Natixis spécialisée dans la conception, la structuration et l'émission de produits financiers complexes, principalement pour des investisseurs institutionnels, couvrant un large spectre de stratégies d'investissement et d'actifs sous-jacents.

L'Obligation émise par Natixis Structured Finance ( Luxembourg ) , en USD, avec le code ISIN XS1696503496, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 12/04/2023

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
and
NATIXIS CORPORATE AND INVESTMENT BANKING LUXEMBOURG
(a public limited liability company (société anonyme) incorporated in the Grand Duchy of Luxembourg)
as Issuer
Euro 30,000,000,000
Debt Issuance Programme
NATIXIS (NATIXIS), Natixis Structured Issuance SA (Natixis Structured Issuance) and Natixis Corporate and Investment Banking Luxembourg (previously
known as Natixis Wealth Management Luxembourg) (NCIBL, together with Natixis Structured Issuance and NATIXIS, the Issuers, and each an Issuer), subject
to compliance with all relevant laws, regulations and directives, may from time to time issue debt securities (the Notes) under the Euro 30,000,000,000 Debt
Issuance Programme (the Programme) described in this base prospectus (the Base Prospectus). Notes issued by NATIXIS and Natixis Structured Issuance will
be Unsecured Notes only and those issued by NCIBL will be Secured Notes only. 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 30,000,000,000 (or its equivalent in other
currencies). The Issuers are entitled to issue further Notes pursuant to Condition 13 (Further Issues) of the Terms and Conditions of the English Law Notes and
Condition 12 (Further Issues) of the Terms and Conditions of the French Law Notes which will be fungible with existing Notes of the Series, and in the case of a
futher issue of Secured Notes, such further Secured Notes will be backed by the Collateral Assets subject always to the obligations of the NCIBL to adjust the
Collateral Assets as provided in Condition 20 (Secured Notes Provisions) of the Terms and Conditions for Structured Notes.
The Notes may be governed by English law (English Law Notes) or French law (French Law Notes), as specified in the applicable Final Terms, and the
corresponding provisions in the terms and conditions will apply to such Notes.
Natixis Structured Issuance is a wholly-owned, indirect subsidiary of NATIXIS. Natixis Structured Issuance has the benefit of an irrevocable and unconditional
guarantee given by NATIXIS (in such capacity, the Guarantor) to Natixis Structured Issuance, namely the Unsecured Notes Guarantee (as defined and described
in "Description of the Issuers 2. Description of Natixis Structured Issuance Unsecured Notes Guarantee"). Issues of Notes by Natixis Structured Issuance
under the Programme will have the benefit of the Unsecured Notes Guarantee.
NCIBL is a wholly-owned, indirect subsidiary of NATIXIS. NCIBL will issue Secured Notes (as defined herein) and such Secured Notes will, if so specified in
the applicable Final Terms, have the benefit of an independent and autonomous first demand guarantee (garantie autonome à première demande) given by Natixis
in its capacity as Guarantor (such guarantee, the Secured Notes Guarantee) (the form of which is included in section "Form of Secured Notes Guarantee" of this
Base Prospectus).
Application has been made to the Luxembourg Stock Exchange for Notes issued under the Programme to be admitted to trading on the regulated market "Bourse
de Luxembourg" (the Luxembourg Regulated Market) (including the professional segment of the regulated market of the Luxembourg Stock Exchange) or the
Euro MTF market and to be listed on the Official List of the Luxembourg Stock Exchange, during the period of 12 months after the date of publication of this
Base Prospectus. References in this document to the Luxembourg Stock Exchange (and all related references) shall include the Luxembourg Regulated Market
and/or the Euro MTF market, as the case may be (as specified in the applicable Final Terms). In addition, references in this document to Notes being listed (and
all related references) shall mean that such Notes have been listed on the Official List of the Luxembourg Stock Exchange or, as the case may be, a Regulated
Market (as defined below) or other stock exchange(s) and admitted to trading on the Luxembourg Regulated Market (including the professional segment of the
regulated market of the Luxembourg Stock Exchange) and/or the Euro MTF market, as the case may be. The Programme provides that Notes may be listed on
such other or further stock exchanges as may be agreed between the relevant Issuer and the Dealers specified under the "General Description of the Programme"
and any additional Dealer appointed under the Programme from time to time by the Issuer (each a Dealer and together the Dealers), and may also be unlisted.
The relevant Final Terms (as defined herein) in respect of the issue of any Notes will specify whether or not such Notes will be listed on the Luxembourg Stock
Exchange (or any other stock exchange). The CSSF has neither approved nor reviewed information contained in this Base Prospectus in connection with Notes to
be admitted to trading on the Euro MTF market and in connection with Notes for which no prospectus is required to be published under Prospectus Regulation
(Exempt Notes). The Luxembourg Regulated Market is a regulated market for the purposes of the Directive 2014/65/EU on markets in financial instruments, as
amended (a Regulated Market).
Application has been made to the Luxembourg Commission de Surveillance du Secteur Financier (the CSSF) which is the Luxembourg competent authority for
the purposes of Regulation (EU) 2017/1129, as amended (the Prospectus Regulation) for the approval of this Base Prospectus as a base prospectus for the
purposes of the Prospectus Regulation. The CSSF assumes no responsibility for the economic and financial soundness of the transactions contemplated by this
Base Prospectus or the quality or solvency of the Issuers in accordance with Article 6(4) of the Luxembourg law on prospectuses for securities of 16 July 2019
(the Prospectus Act 2019). This Base Prospectus has been approved on 21 April 2023 and is valid until 21 April 2024 and must during such period and in
accordance with Article 23 of the Prospectus Regulation be completed by a supplement to the Base Prospectus in the event of any new significant facts or material
errors or inaccuracies. In accordance with Article 25 of the Prospectus Regulation, the Issuers reserve the right to request the CSSF to provide another competent
authority with a certificate of approval attesting that the Base Prospectus has been drawn up in accordance with the Prospectus Regulation. The CSSF only approves
this Base Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should

not be considered as an endorsement of the Issuers nor as an endorsement of the quality of the Notes that are the subject of this Base Prospectus. Investors should
make their own assessment as to the suitability of investing in the Notes.
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), or with a sub-custodian for the Central Moneymarkets Unit Service (the CMU) operated by the Hong Kong Monetary
Authority (the HKMA). 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, (b) in the case of a Tranche intended to be cleared through the CMU, with a sub-custodian for the CMU, and
(c) in the case of a Tranche intended to be cleared through a clearing system other than or in addition to Euroclear, Clearstream or the CMU 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, the CMU or The Depositary Trust
Company (DTC) or delivered outside a clearing system, as agreed between the relevant Issuer, the Fiscal Agent and the relevant Dealer(s). Beneficial interests in
Global Certificates held by Euroclear and/or Clearstream will be shown on, and transfers thereof will be effected only through, records maintained by Clearstream
and/or Euroclear and their participants. See "Clearing and Settlement in Relation to English Law Notes". The provisions governing the exchange of interests in
Global Notes for definitive Notes and the exchange of interests in each Global Certificate for individual Certificates are described in "Provisions Relating to the
Notes While in Global Form".
Notes may also be issued in registered, uncertificated and dematerialised book-entry form (Clearing System Dematerialised Notes) in accordance with all
applicable laws of the relevant jurisdiction, and the rules, regulations and procedures, of any local clearing system from time to time in which such Notes are
deposited and through which they are cleared. All matters relating to title and transfer of such Notes, and the exercise of certain rights under such Notes, will be
governed by such applicable laws, rules, regulations and procedures from time to time.
With respect to French Law Notes, the Notes may, at the option of the Issuer, be in bearer dematerialised form (au porteur) inscribed as from the issue date in the
books of Euroclear France (Euroclear France) (acting as central depositary) which shall credit the accounts of Euroclear France Account Holders (as defined in
"Terms and Conditions of the French Law Notes 1. Form, Denomination, Title, Redenomination and Replacement Currency") 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, the Unsecured Notes Guarantee and the Secured Notes Guarantee have not been and will not be registered under the U.S. Securities Act of 1933, as
amended (the Securities Act) or under the securities law of any State or political sub-division of the United States. No person has registered nor will register as a
commodity pool operator of any Issuer under the U.S. Commodity Exchange Act of 1936, as amended and the rules thereunder of the Commodity Futures Trading
Commission, and the Issuers have not been and will not be registered under the U.S. Investment Company Act of 1940, as amended. The Notes, the Unsecured
Notes Guarantee and the Secured Notes Guarantee are being offered and sold outside the United States to Permitted Transferees (as defined below) in reliance on
Regulation S under the Securities Act (Regulation S) and the Notes, the Unsecured Notes Guarantee and the Secured Notes Guarantee may not at any time be
offered, sold, transferred or, in the case of Bearer Notes, delivered within the United States or to, or for the account or benefit of (i) a "U.S. person" as defined in
Rule 902(k)(1) of Regulation S or (ii) a person who comes within any definition of U.S. person for the purposes of the Commodity Exchange Act of 1936, as
amended, or any rule, guidance or order proposed or issued by the Commodity Futures Trading Commission (the CFTC) thereunder (including but not limited to
any person who is not a "Non-United States person" under CFTC Rule 4.7(a)(1)(iv) (excluding for purposes of CFTC Rule 4.7(a)(1)(iv)(D) the exception for
qualified eligible persons who are not "Non-United States persons") (any such person or account, a Non-Permitted Transferee, and any such person or account
who is not a Non-Permitted Transferee, a Permitted Transferee). For a description of certain restrictions on offers, sales and transfers of the Notes and distribution
of this Base Prospectus, see "Transfer Restrictions" and "Subscription and Sale".
As at the date of this Base Prospectus, the long term senior unsecured debt of NATIXIS is rated A1 (stable) by Moody's France S.A.S. (Moody's)1, A (stable) by
S&P Global Ratings Europe Limited (S&P)2 and AA- (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). The European Securities and Markets Authority
(ESMA) publishes on its website (https://www.esma.europa.eu/supervision/credit-rating-agencies/risk) a list of credit rating agencies registered in accordance
with the CRA Regulation. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at
any time by the assigning rating agency. The rating of certain Series of Notes to be issued under the Programme may be specified in the applicable Final Terms.
Whether or not each credit rating applied for in relation to relevant Series of Notes will be issued by a credit rating agency established in the European Union and
registered under the CRA Regulation, and if so, whether the rating agency is included in the list of credit rating agencies published by the ESMA on its website in
accordance with the CRA Regulation will be disclosed in the applicable Final Terms.
Amounts payable under the Notes may be calculated by reference to one or more "benchmarks" for the purposes of Regulation (EU) No. 2016/1011 of the European
Parliament and of the Council of 8 June 2016, as amended (the EU Benchmarks Regulation). In this case, a statement will be included in the applicable Final
Terms as to whether or not the relevant administrator of the "benchmark" is included in ESMA's register of administrators under Article 36 of the EU Benchmarks
Regulation.
In relation to investors in the Kingdom of Bahrain, securities issued in connection with this Base Prospectus and related offering documents must be in registered
form and must only be marketed to existing account holders and accredited investors as defined by the Central Bank of Bahrain (the CBB) in the Kingdom of
Bahrain where such investors make a minimum investment of at least US$100,000, or any equivalent amount in other currency or such other amount as the CBB
may determine. Any offer of the securities does not constitute an offer of securities in the Kingdom of Bahrain in terms of Article (81) of the Central Bank and
Financial Institutions Law 2006 (decree Law No. 64 of 2006). This Base Prospectus and related offering documents have not been and will not be registered as a
prospectus with the CBB. Accordingly, no securities may be offered, sold or made the subject of an invitation for subscription or purchase nor will this Base
Prospectus or any other related document or material be used in connection with any offer, sale or invitation to subscribe or purchase securities, whether directly
or indirectly, to persons in the Kingdom of Bahrain, other than as marketing to accredited investors for an offer outside Bahrain. The CBB has not reviewed,
approved or registered the Base Prospectus or related offering documents and it has not in any way considered the merits of the securities to be marketed for
investment, whether in or outside the Kingdom of Bahrain. Therefore, the CBB assumes no responsibility for the accuracy and completeness of the statements and
information contained in this document and expressly disclaims any liability whatsoever for any loss howsoever arising from reliance upon the whole or any part
of the content of this document. No offer of securities will be made to the public in the Kingdom of Bahrain and this Base Prospectus must be read by the addressee
only and must not be issued, passed to, or made available to the public generally.

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 "AA" by Fitch denote expectations of very low default risk. They indicate very strong capacity for payment of financial commitments. This capacity is not
significantly vulnerable to foreseeable events..

With respect to Chilean law, 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 Rule (Norma de Carácter General) No. 336, dated June 27, 2012, issued by the Chilean Financial Market Commission (Comisión para
el Mercado Financiero or CMF), as amended (Rule 336). 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 and will not be publicly offered in Chile unless they are registered in the corresponding securities registry in Chile or if they are offered in
reliance on any available exemption from such registration requirement. Pursuant to Section I of CMF General Rule No. 452 dated February 22, 2021 (Rule 452),
the Notes may be publicly offered under no registration requirement provided they can only be acquired by "qualified investors" (as defined in CMF General Rule
No. 216, dated June 12, 2008) and in compliance with the conditions further described therein. .
NATIXIS, the Permanent Dealer and Arranger, also is an Issuer and Natixis Structured Issuance, the other Issuer, is a wholly-owned indirect subsidiary of
NATIXIS. Consequently, the Issuers are "related issuers" of the Permanent Dealer and Arranger within the meaning of National Instrument 33-105 Underwriting
Conflicts of the Canadian provinces and territories in connection with the distribution of the Notes under this Base Prospectus.
Arranger and Dealer
NATIXIS
The date of this Base Prospectus is 21 April 2023

Responsibility Statement
The Issuers (whose registered offices appear on the last page of this document), confirm that the information
contained in this Base Prospectus reflects, to the best of their knowledge, the facts and makes no omission likely
to affect its import. The opinions and intentions expressed in this Base Prospectus with regard to the Issuers are
honestly held. The Issuers accept responsibility for the information contained in this Base Prospectus and the Final
Terms for each issue of Notes under the Programme accordingly.
This Base Prospectus is to be read in conjunction with all other documents which are incorporated by reference
herein (see "Documents Incorporated by Reference").
This Base Prospectus, together with any supplements to this Base Prospectus published from time to time (each a
Supplement and together the Supplements) constitutes a base prospectus (for the purposes of Article 8 of the
Prospectus Regulation, with respect to the admission to trading of Notes on the Luxembourg Regulated Market)
for the purpose of giving information with regard to the Issuers, the Unsecured Notes Guarantee, the Secured
Notes Guarantee and the Notes which, according to the particular nature of the Issuers, the Unsecured Notes
Guarantee, the Secured Notes Guarantee and the Notes, is necessary to enable investors to make an informed
assessment of the assets and liabilities, financial position, profits and losses and prospects of the Issuers. In relation
to each separate issue of Notes, the final offer price and the amount of such Notes will be determined by the
relevant Issuer and the relevant Dealers in accordance with prevailing market conditions at the time of the issue
of the Notes and will be set out in the applicable Final Terms.
Natixis Structured Issuance is a wholly-owned, indirect subsidiary of NATIXIS. Natixis Structured Issuance has
the full benefit of the Unsecured Notes Guarantee, which will apply to all Series of Notes issued by Natixis
Structured Issuance (see section "Description of the Issuers" paragraph "2. Description of Natixis Structured
Issuance Unsecured Notes Guarantee").
NCIBL is a wholly-owned indirect subsidiary of NATIXIS. Secured Notes issued by NCIBL will, if so specified
in the applicable Final Terms, have the benefit of the Secured Notes Guarantee given by Natixis in its capacity as
Guarantor (the form of which is included in section "Form of Secured Notes Guarantee" of this Base Prospectus).
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 or (with respect to Secured Notes in certain cases) by Physical
Delivery of Collateral Assets (as further defined in the Terms and Conditions). The shares of underlying entities
which may be delivered (as the case may be) are not shares in either the relevant Issuer nor an entity belonging to
the Issuers' group.
The Notes shall not be physically delivered in Belgium, except to a clearing system, depository or another
institution for the purpose of their immobilisation in accordance with Article 4 of the Belgian Law of 14 December
2005.
For the avoidance of doubt, the Notes to be issued under this Programme will not be settled by delivery of the
Issuers' own equity securities or of the equity securities of any entity in the Issuers' group and cannot be converted

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or exchanged into shares or other equity securities within the meaning of Article 19 of Commission Delegated
Regulation (EU) 2019/980.
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.
If you are in any doubt about the content of this document you should consult your stockbroker, bank
manager, solicitor, accountant or other financial adviser.
The Notes are complex financial instruments with high risk and are only suitable for financially
sophisticated investors who are capable of evaluating the merits and risks of such investment and who have
sufficient resources to be able to bear any losses which may result from such investment. There are
significant risks inherent in the holding of the Notes, including the circumstances in which the Notes may
be written down or converted to ordinary shares and the implications on Noteholders (such as substantial
loss), the circumstances in which Noteholders may suffer loss as a result of holding the Notes are difficult
to predict and the quantum of any loss incurred by investors in the Notes in such circumstances is also
highly uncertain.
Noteholders, by acquiring Secured Notes, expressly accept, and shall be deemed to be bound by the Terms
for Secured Notes and, in particular, the provisions with respect to the segregation between Collateral
Pools, the limited recourse against the Issuer, non-petition and priority of payments thereof. If, in respect
of any Secured Notes, the net proceeds of the enforcement or realisation of the relevant Collateral Assets
contained in the relevant Collateral Pool are not sufficient to make all payments due in respect of the
Secured Notes, no other assets of the Issuer will be available to meet such shortfall, and the claims of the
Noteholder of the Secured Notes as against the Issuer in respect of any such shortfall shall be extinguished.
In all cases, neither the Noteholder of a Secured Notes nor any person on its behalf shall have the right to
petition for the winding-up of the Issuer as a consequence of any shortfall.
The decision by any prospective holder of a relevant Series of Secured Notes to invest in such Secured Notes
should be based, among other things, on the Eligibility Criteria which each Collateral Asset is required to
satisfy, as disclosed in this Base Prospectus, as completed by the relevant Final Terms relating to the
particular Series of Secured Notes. This Base Prospectus contains information regarding the types and
classes of individual Collateral Assets in respect of which the Secured Notes will be secured from time to
time in the section entitled "Description of the Underlying Structures and Applicable Hedging
Arrangements in respect of Secured Notes that can be issued under Condition 20 of the Terms and
Conditions of Structured Notes" in this Base Prospectus. Potential investors of any of the Secured Notes
will not generally have an opportunity to evaluate for themselves the relevant economic, financial and other
information regarding the Collateral Assets and, accordingly, will be dependent upon the criteria in respect
of each relevant Series.
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

5

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 1998 FX and Currency Option
Definitions, a copy of the 2021 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 PROHIBITION OF SALES TO EEA RETAIL INVESTORS If the Final Terms in respect
of any Notes includes a legend entitled "Prohibition of Sales to EEA Retail Investors", the Notes are not intended
to be offered, sold or otherwise made available to and, with effect from such date, should not be offered, sold or
otherwise made available to any Retail Investor in the EEA. For these purposes, a Retail Investor means a person
who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as
amended, MiFID II); or (ii) a customer within the meaning of Directive 2016/97/EU (the Insurance Distribution
Directive), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1)
of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation. Consequently, no key
information document required by Regulation (EU) No. 1286/2014 (as amended, the PRIIPs Regulation) for
offering or selling the Notes or otherwise making them available to retail investors in the EEA will be prepared
and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA
may be unlawful under the PRIIPs Regulation.
IMPORTANT PROHIBITION OF SALES TO UK RETAIL INVESTORS If the Final Terms in respect
of any Notes includes a legend entitled "Prohibition of Sales to UK Retail Investors", the Notes are not intended
to be offered, sold or otherwise made available to and, with effect from such date, should not be offered, sold or
otherwise made available to any retail investor in the United Kingdom (UK). For these purposes, a retail investor
means a person who is one (or more) of: (i) a retail client as defined in point (8) of Article 2 of Regulation (EU)
217/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (EUWA); or
(ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended)
(FSMA) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97 on insurance
distribution, where that customer would not qualify as a professional client as defined in point (8) of Article 2(1)
of Regulation (EU) 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified
investor as defined in Article 2 of the Prospectus Regulation as it forms part of domestic law by virtue of EUWA.
Consequently, no key information document required by Regulation (EU) No. 1286/2014 as it forms part of
domestic law by virtue of the EUWA (the UK PRIIPs Regulation) for offering or selling the Notes or otherwise
making them available to retail investors in the UK will be prepared and therefore offering or selling the Notes or
otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs
Regulation.
MiFID II product governance / target market The Final Terms in respect of any Notes will include a legend
entitled "MiFID II product governance" which will outline the target market assessment in respect of the Notes
and which channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or
recommending the Notes (a distributor) should take into consideration the target market assessment; however, a
distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the
Notes (by either adopting or refining the target market assessment) and determining appropriate distribution
channels.
A determination will be made in relation to each issue about whether, for the purpose of the Product Governance
rules under EU Delegated Directive 2017/593 (the MiFID Product Governance Rules), any Dealer subscribing
for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger nor the Dealers nor
any of their respective affiliates will be a manufacturer for the purpose of the MiFID Product Governance Rules.

6

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

7

THE NOTES, ANY UNSECURED NOTES GUARANTEE AND THE SECURED NOTES GUARANTEE
HAVE NOT BEEN AND WILL NOT BE APPROVED OR DISAPPROVED BY THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION ("SEC") OR ANY OTHER REGULATORY AGENCY
IN THE UNITED STATES, NOR HAS THE SEC OR ANY OTHER REGULATORY AGENCY IN THE
UNITED STATES PASSED UPON THE ACCURACY OR ADEQUACY OF THIS DOCUMENT OR
THE MERITS OF THE NOTES. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENCE. FURTHERMORE, THE NOTES DO NOT CONSTITUTE, AND HAVE NOT BEEN
MARKETED AS, CONTRACTS FOR THE SALE OF A COMMODITY FOR FUTURE DELIVERY (OR
OPTIONS THEREON) SUBJECT TO THE CEA, AND NEITHER TRADING IN THE NOTES NOR
THIS DOCUMENT HAS BEEN APPROVED BY THE CFTC UNDER THE CEA, AND NO PERSON
OTHER THAN A PERMITTED HOLDER MAY AT ANY TIME TRADE OR MAINTAIN A POSITION
IN THE NOTES.
Other than NATIXIS in its capacity as Issuer, the Arranger and the Dealers have not separately verified the
information contained in this Base Prospectus. Other than NATIXIS in its capacity as Issuer, none of the Dealers
or the Arranger makes any representation, express or implied, or accepts any responsibility, with respect to the
accuracy or completeness of any of the information in this Base Prospectus. Neither this Base Prospectus nor any
other financial statements are intended to provide the basis of any credit or other evaluation and should not be
considered as a recommendation by any of the Issuers, the Arranger or the Dealers that any recipient of this Base
Prospectus or any other financial statements should purchase the Notes. Each potential purchaser of Notes should
determine for itself the relevance of the information contained in this Base Prospectus and its purchase of Notes
should be based upon such investigation as it deems necessary. None of the Dealers or the Arranger undertakes
to review the financial condition or affairs of the Issuers during the life of the arrangements contemplated by this
Base Prospectus nor to advise any investor or potential investor in the Notes of any information coming to the
attention of either the Dealers or the Arranger.
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the Stabilisation
Manager(s) (or persons acting on behalf of any Stabilisation Manager(s)) in the applicable Final Terms may over-
allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that
which might otherwise prevail. However, stabilisation may not necessarily occur. Any stabilisation action may
begin on or after the date on which adequate public disclosure of the final terms of the offer of the relevant Tranche
of Notes is made and, if begun, may cease at any time, but it must end no later than the earlier of 30 days after the
issue date of the relevant Tranche of Notes and 60 days after the date of the allotment of the relevant Tranche of
Notes. Any stabilisation actions or over-allotment shall be conducted in accordance with all applicable laws and
regulations.
Notice to capital market intermediaries and prospective investors pursuant to paragraph 21 of the SFC
Code -- Important Notice to Prospective Investors
Prospective investors should be aware that certain intermediaries in the context of certain offerings of Notes
pursuant to this Programme, each such offering, a CMI Offering, including certain Dealers, may be "capital
market intermediaries" (CMIs) subject to Paragraph 21 of the Code of Conduct for Persons Licensed by or
Registered with the Securities and Futures Commission (the SFC Code). This notice to prospective investors is a
summary of certain obligations the SFC Code imposes on such CMIs, which require the attention and cooperation
of prospective investors. Certain CMIs may also be acting as "overall coordinators" (OCs) for a CMI Offering
and are subject to additional requirements under the SFC Code. The application of these obligations will depend
on the role(s) undertaken by the relevant Dealer(s) in respect of each CMI Offering.
Prospective investors who are the directors, employees or major shareholders of the relevant Issuer, (if applicable)
the Guarantor, a CMI or its group companies would be considered under the SFC Code as having an association
(Association) with the relevant Issuer, (if applicable) the Guarantor, the CMI or the relevant group company.
Prospective investors associated with the relevant Issuer, (if applicable) the Guarantor or any CMI (including its

8

group companies) should specifically disclose this when placing an order for the relevant Notes and should
disclose, at the same time, if such orders may negatively impact the price discovery process in relation to the
relevant CMI Offering. Prospective investors who do not disclose their Associations are hereby deemed not to be
so associated. Where prospective investors disclose their Associations but do not disclose that such order may
negatively impact the price discovery process in relation to the relevant CMI Offering, such order is hereby
deemed not to negatively impact the price discovery process in relation to the relevant CMI Offering.
Prospective investors should ensure, and by placing an order prospective investors are deemed to confirm, that
orders placed are bona fide, are not inflated and do not constitute duplicated orders (i.e. two or more corresponding
or identical orders placed via two or more CMIs). A rebate may be offered by the relevant Issuer to all private
banks for orders they place (other than in relation to Notes subscribed by such private banks as principal whereby
it is deploying its own balance sheet for onward selling to investors), payable upon closing of the relevant CMI
Offering based on the principal amount of the Notes distributed by such private banks to investors. Private banks
are deemed to be placing an order on a principal basis unless they inform the CMIs otherwise. As a result, private
banks placing an order on a principal basis (including those deemed as placing an order as principal) will not be
entitled to, and will not be paid, the rebate. Details of any such rebate will be set out in the applicable Final Terms
or otherwise notified to prospective investors. If a prospective investor is an asset management arm affiliated with
any relevant Dealer, such prospective investor should indicate when placing an order if it is for a fund or portfolio
where the relevant Dealer or its group company has more than 50% interest, in which case it will be classified as
a "proprietary order" and subject to appropriate handling by CMIs in accordance with the SFC Code and should
disclose, at the same time, if such "proprietary order" may negatively impact the price discovery process in relation
to the relevant CMI Offering. Prospective investors who do not indicate this information when placing an order
are hereby deemed to confirm that their order is not a "proprietary order". If a prospective investor is otherwise
affiliated with any relevant Dealer, such that its order may be considered to be a "proprietary order" (pursuant to
the SFC Code), such prospective investor should indicate to the relevant Dealer when placing such order.
Prospective investors who do not indicate this information when placing an order are hereby deemed to confirm
that their order is not a "proprietary order". Where prospective investors disclose such information but do not
disclose that such "proprietary order" may negatively impact the price discovery process in relation to the relevant
CMI Offering, such "proprietary order" is hereby deemed not to negatively impact the price discovery process in
relation to the relevant CMI Offering.
Prospective investors should be aware that certain information may be disclosed by CMIs (including private
banks) which is personal and/or confidential in nature to the prospective investor. By placing an order, prospective
investors are deemed to have understood and consented to the collection, disclosure, use and transfer of such
information by the relevant Dealers and/or any other third parties as may be required by the SFC Code, including
to the relevant Issuer, (if applicable) the Guarantor, any OCs, relevant regulators and/or any other third parties as
may be required by the SFC Code, it being understood and agreed that such information shall only be used for the
purpose of complying with the SFC Code, during the bookbuilding process for the relevant CMI Offering. Failure
to provide such information may result in that order being rejected.
Notification under Section 309B(1)(c) of the Securities and Futures Act 2001 (2020 Revised Edition) of
Singapore (the SFA) Unless otherwise stated in the Final Terms in respect of any Notes, Notes issued or to be
issued under the Programme shall be capital markets products other than prescribed capital markets products (as
defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Specified Investment
Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice
FAA-N16: Notice on Recommendations on Investment Products).
Hong Kong- Investors in Hong Kong should not purchase the Notes in the primary or secondary markets unless
they are professional investors (as defined in the Securities and Futures Ordinance (Cap. 571., Laws of Hong
Kong) and its subsidiary legislation, "Professional Investors") only and understand the risks involved. The Notes
are generally not suitable for retail investors.

9

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 Capital Market Authority of the Kingdom of Saudi Arabia (the CMA).
The CMA does not make any representation as to the accuracy or completeness of this document, and expressly
disclaims any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this
document. Prospective purchasers of the securities offered hereby should conduct their own due diligence on the
accuracy of the information relating to the securities. If you do not understand the contents of this document, you
should consult an authorised financial advisor.
Important Information
In this Base Prospectus, unless otherwise specified or the context otherwise requires, references to or Euro are
to the single currency of the participating member states of the European Union which was introduced on 1
January 1999, references to U.S. dollars, USD, $ and U.S.$ are to the lawful currency of the United States of
America, references to Yen and JPY are to the lawful currency of Japan, references to CNY, Yuan, or Renminbi
refer to the lawful currency of the People's Republic of China (PRC), which for the purpose of this document,
excludes Taiwan and the Special Administrative Regions of the PRC: Hong Kong and Macau and references to
Sterling, GBP and £ are to the lawful currency of the United Kingdom.
The information contained on the websites referenced herein does not form part of the Base Prospectus
and has not been scrutinised or approved by the CSSF.
Conflicts of interest the Issuers and their affiliates
NATIXIS and/or any of its affiliates or NCIBL 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 agent, paying agent or hedging
counterparty; 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,
any of its affiliates nor NCIBL 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 or
any of its affiliates. NATIXIS and any of its affiliates or NCIBL and their respective 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, NATIXIS or any of its 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 NATIXIS, potential
conflicts of interest may exist between NATIXIS as Issuer and/or (if applicable) Guarantor and the Calculation
Agent and the Noteholders, including with respect to certain determinations and judgements that the Calculation
Agent must make.

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