FINAL VERSION APPROVED BY THE ISSUER. Final Terms dated 15 October Natixis. Legal entity identifier (LEI): KX1WK48MPD4Y2NCUIZ63

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1 MIFID II product governance / Retail investors, professional investors and ECPs Solely for the purposes of the anufacturer's product approval process, the target arket assessent in respect of the Notes has led to the conclusion that: (i) the target arket for the Notes is eligible counterparties, professional clients and retail clients, each as defined in MiFID II; and (ii) all channels for distribution of the Notes are appropriate, including investent advice, portfolio anageent, non-advised sales and pure execution services and (iii) the following channels for distribution of the Notes to retail clients are appropriate - investent advice, portfolio anageent and non-advised sales subject to the distributor's suitability and appropriateness obligations under MiFID II, as applicable. Any person subsequently offering, selling or recoending the Notes (a distributor) should take into consideration the anufacturer's target arket assessent; however, a distributor subject to MiFID II is responsible for undertaking its own target arket assessent in respect of the Notes (by either adopting or refining the anufacturer's target arket assessent) and deterining appropriate distribution channels, subject to the distributor's suitability and appropriateness obligations under MiFID II, as applicable. FINAL VERSION APPROVED BY THE ISSUER Final Ters dated 15 October 2018 Natixis Legal entity identifier (LEI): KX1WK48MPD4Y2NCUIZ63 Euro 20,000,000,000 Debt Issuance Prograe SERIES NO: 4248 TRANCHE NO: 1 Index Linked Interest Rate and Index Linked Redeption Aount Notes (Phoenix) linked to the Euro STOXX Select Dividend 30 Index due Deceber 2028 (the Notes ) Under the 20,000,000,000 Debt Issuance Prograe Issued by Natixis (the Issuer ) NATIXIS as Dealer 1

2 PART A CONTRACTUAL TERMS Ters used herein shall be deeed to be defined as such for the purposes of the ters and conditions of the Notes (the Conditions) set forth in the Base Prospectus dated 24 April 2018 and the suppleent to the Base Prospectus dated 28 May 2018, 14 August 2018 and 4 October 2018 (the Base Prospectus) which constitute a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC, as aended (the Prospectus Directive). This docuent constitutes the Final Ters of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and ust be read in conjunction with the Base Prospectus. Full inforation on the Issuer and the offer of the Notes is only available on the basis of the cobination of these Final Ters and the Base Prospectus. A suary of the Notes (which coprises the suary in the Base Prospectus as aended to reflect the provisions of these Final Ters) is annexed to these Final Ters. The Base Prospectus is available for viewing at the office of the Fiscal Agent or each of the Paying Agents and on the website of the Luxebourg Stock Exchange ( and copies ay be obtained fro NATIXIS, 47, quai d Austerlitz, Paris, France. 1 (i) Series Nuber: 4248 (ii) Tranche Nuber: 1 (iii) Date on which the Notes will be consolidated and for a single Series with the Existing Notes: 2 Specified Currency or Currencies: Euro ("EUR") CNY Notes : 3 Aggregate Noinal Aount: (i) Series: The Aggregate Noinal Aount shall be fixed at the end of the tie period of the offer (as defined in paragraph 58 below) further to the collection of all subscriptions. The Issuer will as soon as practical after the deterination of such aount, publish a Notice specifying the relevant Aggregate Noinal Aount so deterined. (ii) Tranche: See the foregoing ite The Notice ay be viewed on NATIXIS Equity Solutions website ( 4 Issue Price: 100 per cent. of the Aggregate Noinal Aount 5 (i) Specified Denoination(s): EUR 1,000 (ii) Calculation Aount: EUR 1,000 6 (i) Issue Date: 21 Deceber 2018 (ii) Interest Coenceent Date: (iii) Trade Date: 8 October Maturity Date: 28 Deceber 2028, subject to the Business Day Convention specified below. 8 Interest Basis: Index Linked Interest (further particulars specified below) 9 Redeption/Payent Basis: Index Linked Redeption 10 (i) Change of Interest Basis: (further particulars specified below) 2

3 (ii) Interest Basis Switch: 11 Tax Gross-up (Condition 8): Applicable 12 Put/Call Options: 13 (i) Day Count Fraction: (ii) Business Day Convention: Following Business Day Convention (iii) Business Centre(s) (Condition 5(j)) TARGET 14 of the corporate authorisations for issuance of the Notes: Decision dated 15 October 2018 of duly authorised persons acting pursuant to the resolution of the Manageent Board (Conseil d Adinistration) passed on 21 Deceber Method of distribution: Non-syndicated PROVISIONS RELATING TO INTEREST (IF ANY) AND/OR (IN THE CASE OF STRUCTURED NOTES) REDEMPTION AMOUNTS 16 Fixed Interest Rate Note Provisions 17 Floating Rate Note Provisions: 18 Zero Coupon Note Provisions: 19 Structured Note Provisions: Applicable Interest and Redeption Aounts will be calculated in accordance with the following forula: Phoenix (further particulars are specified in the Annex to these Final Ters) (i) Interest provisions: Applicable OTHER PROVISIONS RELATING TO STRUCTURED NOTES (further particulars are specified in the Annex to these Final Ters) 20 Provisions applicable to Equity Linked Notes (single share): 21 Provisions applicable to Index Linked Notes (single index): Applicable (i) Type: Multi-Exchange Index Linked Notes Euro STOXX Select Dividend 30 (ii) Index: Blooberg code: SD3E Index (iii) Index Sponsor: Stoxx Liited, Zurich, Switzerland (iv) Index Calculation Agent: (v) Website containing a description of the Index (only relevant for Proprietary Indices): (vi) Exchange(s): See definition in Condition 18 (a) (vii) Related Exchange(s): See definition in Condition 18 (a) 3

4 (viii) Initial Level: As set forth in Annex hereto (ix) Barrier Level: Set forth in Annex hereto under H(t) (x) Knock-in Event: (xi) Knock-out Event: (xii) Autoatic Early Redeption Event : greater than or equal to - Set forth in Annex hereto (xiii) Range Accrual: (xiv) Strike Date: (xv) Averaging : (xvi) Observation Period(s): (xvii) Valuation Date(s): See Coon Definitions as set forth in Annex hereto (xviii) Specific Nuber(s): Two (2) Scheduled Trading Days (xix) Valuation Tie: See definition in Condition 18 (a) (xx) Redeption by Physical Delivery: (xxi) Exchange Rate: (xxii) Monetisation (xxiii) Change in Law: Applicable (xxiv) Hedging Disruption: Applicable (xxv) Increased Cost of Hedging: Applicable (xxvi) Early Redeption: Applicable 22 Provisions applicable to Equity Linked Notes (basket of shares): 23 Provisions applicable to Index Linked Notes (basket of indices): 24 Provisions applicable to Coodity Linked Notes (single coodity): 25 Provisions applicable to Coodity Linked Notes (basket of coodities): 26 Provisions applicable to Fund Linked Notes (single fund): 27 Provisions applicable to Fund Linked Notes (basket of funds): 28 Provisions applicable to Dividend Linked Notes: 29 Provisions applicable to Futures Linked Notes (single Futures contract): 30 Provisions applicable to Futures Linked Notes (Basket(s) of Futures contracts): 31 Provisions applicable to Credit Linked Notes: 4

5 32 Provisions applicable to Currency Linked Notes: 33 Provisions applicable to Inflation Linked Notes: 34 Provisions applicable to Warrant Linked Notes: 35 Provisions applicable to Preference Share Linked Notes: 36 Provisions applicable to Rate Linked Notes: 37 Provisions applicable to Physical Delivery Notes: 38 Provisions applicable to Hybrid Structured Notes: PROVISIONS RELATING TO REDEMPTION OF STRUCTURED NOTES OTHER THAN WARRANT LINKED NOTES, PREFERENCE SHARE LINKED NOTES AND ITALIAN LISTED CERTIFICATES 39 Redeption at the Option of the Issuer: 40 Redeption at the Option of Noteholders: 41 Final Redeption Aount of each Note: An aount calculated in accordance with the applicable Additional Ters and Conditions of the Notes as copleted by the Annex to the Final Ters in relation to the Additional Ters and Conditions of the Notes (i) Party responsible for calculating the Final Redeption Aount and the Early Redeption Aount (if not Calculation Agent): Calculation Agent (ii) Provisions for deterining Final Redeption Aount where calculated by reference to Index and/or Forula and/or other variable: (iii) Provisions for deterining Final Redeption Aount where calculation by reference to Index and/or Forula and/or other variable is ipossible or ipracticable or otherwise disrupted: Set forth in Annex hereto See Conditions (iv) Payent Date: The Maturity Date (a) Miniu noinal aount potentially payable to a Noteholder in respect of a Note: EUR 0.00 (zero) (b) Maxiu noinal aount potentially payable to a Noteholder in respect of a Note: EUR 1, Early Redeption Aount (i) Early Redeption Aount(s) of each Note payable on redeption for taxation reasons (Condition 6(b)), if 5

6 applicable, or upon the occurrence of an Event of Default (Condition 10) or an Illegality Event (Condition 6(c)): (ii) Redeption for taxation reasons peritted on any day (including days other than Interest Payent (Condition 6(b))): As specified under Condition 5(j) Yes (iii) (iv) (v) Unatured Coupons to becoe void upon early redeption (Condition 7(g)): Redeption for illegality (Condition 6(c)): Redeption for Force Majeure Event and Significant Alteration Event (Condition 6(): Yes Hedging Arrangeents: Applicable (a) (b) (c) Force Majeure Event: Significant Alteration Event: Protected Aount: (vi) Unwind Costs (Condition 5(j)) : (vii) Pro Rata Teporis Reiburseent (Condition 5(j)): (viii) Essential Trigger (Condition 11) : Applicable PROVISIONS RELATING TO INSTALMENT REDEMPTION 43 Instalent Aount: 44 Instalent Date(s): PROVISIONS RELATING TO REDEMPTION OF WARRANT LINKED NOTES 45 Final Redeption Aount of each Note 46 Early Redeption Aount (to be calculated in accordance with Condition 25) 47 Warrant Early Terination Event PROVISIONS RELATING TO REDEMPTION OF PREFERENCE SHARE LINKED NOTES 48 Redeption of Preference Share Linked Notes in accordance with Condition 34: 49 Early Redeption as a result of an Extraordinary Event: 50 Early Redeption as a result of an Additional Disruption Event: PROVISION APPLICABLE TO VARIABLE ISSUE AMOUNT REGISTERED NOTES AND NOTES DISTRIBUTED/OFFERED IN ITALY 6

7 51 Miniu Transferable Aount GENERAL PROVISIONS APPLICABLE TO THE NOTES 52 For Notes/Certificates: Bearer Notes Teporary or peranent Global Note / Certificate (in the case of Bearer Notes or Exchangeable Bearer Notes): New Global Note: Global Certificates (Registered Notes only): Registration Agent: 53 Additional Business Day Jurisdiction(s) (Condition 7(i)) or other special provisions relating to Payent : 54 Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons ature): 55 Redenoination, renoinalisation and reconventioning provisions: Teporary Global Note exchangeable for a Peranent Global Note which is exchangeable for Definitive Notes in the liited circustances specified in the Peranent Global Note No See paragraph 13(iii) above No 56 Consolidation provisions: The provisions in Condition 13 apply 57 Dual Currency Note Provisions: 58 Ters and Conditions of the Offer: Applicable Offer Price: Conditions to which the offer is subject: The tie period, including any possible aendents, during which the offer will be open and description of the application process: Details of the iniu and/or axiu aount of application and description of the application process: 100 per cent. of the Aggregate Noinal Aount The Notes will be offered in Portugal on the basis of a public offer. See Offer Period in paragraph 63 below. The offer of the Notes will coence at 9.00 a.. (CET) on 22 October 2018 and end at 7.00 p.. (CET) on 12 Deceber 2018 (the Offer Period) or at such other tie in such earlier other date as the Issuer, in agreeent with the distributor, ay decide in its sole and absolute discretion in light of prevailing arket conditions. Investors ay apply to subscribe for the Notes during the Offer Period. The Offer Period ay be discontinued at any tie. In such a case, the offeror shall give iediate notice to the public before the end of the Offer Period by eans of a notice published on the website of the Issuer (www. equitysolutions.natixis.co). Any application shall be ade in Portugal to the distributors. The distribution activity will be carried out in accordance with the distributor s usual procedures. Investors will not be required to enter into any contractual 7

8 arrangeents directly with the Issuer related to the subscription for any Notes. Any person wishing to subscribe to the Notes is required to copletely fill out and properly sign a subscription order and subit it to the distributor. The distributor, in agreeent with the Issuer and the Dealer, has the right to accept or reject subscription orders either partially or copletely or to terinate the offer or to extend the period of the offer independent of whether the intended volue of the Notes to be placed has been achieved or not. Neither, the Issuer, nor the distributor or the Dealer is required to state reasons for this. A prospective investor should contact the relevant distributor prior to the end of the Offer Period. A prospective investor will subscribe for the Notes in accordance with the arrangeents agreed with the relevant distributor relating to the subscription of securities generally. The Offer of the Notes is conditional on their issue. The Notes are cleared through the clearing systes and are due to be delivered through the distributor on or around the Issue Date. No dealings in the Notes ay take place prior to the Issue Date. For the Offer Price which includes the coissions payable to the distributor see above "Offer Price". Details of the iniu and/or axiu aount of application and description of the application process: Description of possibility to reduce subscriptions and anner for refunding excess aount paid by applicants: Details of ethod and tie liits for paying up and delivering securities: Manner and date in which results of the offer are to be ade public: Procedure for exercise of any right of preeption, negotiability of subscription rights and treatent of subscription rights not exercised: Whether tranche(s) have been reserved for certain countries: The iniu application aount is one (1) Note of EUR 1,000 Specified Denoination The Issuer has the right to cancel the issuance of the Notes for any reason whatsoever. In such case, the Issuer is not required to state any reasons for this. Delivery against payent The Issuer will, as soon as practical after the end of the period of the offer, publish a Notice specifying the nuber of Notes to be issued. This Notice ay be viewed on the website of NATIXIS Equity Solutions ( 8

9 Process for notification to applicants of the aount allotted and indication whether dealing ay begin before notification is ade: Aount of any expenses and taxes specifically charged to the subscriber or purchaser: Nae(s) and address(es), to the extent known to the Issuer, of the placers in the various countries where the offer takes place: The Authorised Offerors identified in paragraph 63 below. EU BENCHMARK REGULATION EU Benchark Regulation: Article 29(2) stateent on bencharks: Applicable: Aounts payable under the Notes are calculated by reference to Euro STOXX Select Dividend 30, which is provided by STOXX Liited. As at the date of the Base Prospectus, STOXX Liited is not included in the register of adinistrators and bencharks established and aintained by the European Securities and Markets Authority pursuant to article 36 of the Benchark Regulation (Regulation (EU) 2016/1011). DISTRIBUTION 59 (i) If syndicated, naes and addresses of Managers and underwriting coitents: (ii) Date of Subscription Agreeent: (iii) Stabilising Manager(s) (if any): 60 If non-syndicated, nae and address of Dealer: The following Dealer is procuring subscribers for the Notes: NATIXIS 47 quai d Austerlitz Paris, France 61 Nae and address of additional agents appointed in respect of the Notes: Calculation Agent : NATIXIS Calculation Agent Departeent 40 avenue des Terroirs de France Paris, France 62 Total coission and concession: 63 Public Offer Applicable Public Offer Jurisdictions: Offer Period: Portugal The Offer Period of the Notes will coence at 9:00 a.. (CET) on 22 October 2018 and end at 7:00 p.. (CET) on 12 Deceber 2018 or at such other tie in such earlier other date as the Issuer, in agreeent with the distributor, ay decide in its sole and absolute discretion in light of prevailing arket conditions. 9

10 Financial interediaries granted specific consent to use the Base Prospectus in accordance with the Conditions in it: General Consent: Other Authorised Offeror Ters: The offer of the Notes ay be ade by the Manager and DEUTSCHE BANK AKTIENGESELLSCHAFT SUCURSAL EM PORTUGAL, Rua Castillho nº 20, Lisboa, Portugal, (the Initial Authorised Offeror) other than pursuant to Article 3(2) of the Prospectus Directive in Portugal (the Public Offer Jurisdictions) during the Offer Period. GENERAL 64 Applicable TEFRA exeption: D Rules 65 Additional U.S. federal incoe tax considerations: The Notes are not Specified Notes (as defined in the Base Prospectus) for the purpose of Section 871() of the U.S. Internal Revenue Code of Masse (Condition [11] of the Ters and Conditions of the French Law Notes): 67 Governing law: English Law FINAL VERSION APPROVED BY THE ISSUER 10

11 1 LISTING AND ADMISSION TO TRADING PART B OTHER INFORMATION (i) Listing: Official List of the Luxebourg Stock Exchange (ii) Adission to trading: Application has been ade by the Issuer for the Notes to be aditted to trading on Luxebourg Stock Exchange s Regulated Market with effect fro the Issue Date. (iii) Estiate of total expenses related to adission to trading: EUR 5,100 (iv) 2 RATINGS Regulated arkets or equivalent arkets on which, to the knowledge of the issuer, securities of the sae class of the securities to be offered or aditted to trading are already aditted to trading: Ratings: The Notes to be issued have not been rated 3 NOTIFICATION The Coission de Surveillance du Secteur Financier in Luxebourg has provided the copetent authority in Portugal with a certificate of approval attesting that the Base Prospectus has been drawn up in accordance with the Prospectus Directive. 4 INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE A coission can be paid by Natixis to a third party. This coission can be paid either by an up- front fee or/and a running coission. Further details of the coission eleent are available upon request. The purchaser or, if applicable, introducing broker of these securities acknowledges and agrees that it shall fully disclose to its clients the existence, nature and aount of any coission or fee paid or payable to it by Natixis (including, if applicable, by way of discount) as required in accordance with laws and regulations applicable to it, including any legislation, regulation and/or rule ipleenting the Markets in Financial Instruent Directive (2014/65/EU) (MiFID), or as otherwise ay apply in any non-eea jurisdictions. 5 REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES (i) Reasons for the offer: (ii) Estiated net proceeds: See "Use of Proceeds" section in the Base Prospectus The net proceeds of the issue of the Notes will be 100 per cent. of the Aggregate Noinal Aount of Notes aditted to trading. (iii) Estiated total expenses: Except the listing fees estiate and the Index license fees, no other expenses can be deterined as of the Issue Date. 6 YIELD Indication of yield: 7 HISTORIC INTEREST RATES 11

12 8 INFORMATION CONCERNING THE UNDERLYING The exercise price or the final reference price of the underlying: An indication where inforation about the past and the further perforance of the underlying and its volatility can be obtained: Where the underlying is a security: (i) the nae of the issuer of the security: (ii) the ISIN (International Security Identification Nuber) or other such security identification code: Where the underlying is an index: (i) the nae of the index: See Annex hereto Investors ay acquire inforation (including but without liitation past and future perforance of the Underlying) as they dee necessary fro the relevant Blooberg Page (reference available in the table included in definition of Selection set forth in annex hereto). Applicable See table included in definition of Selection set forth in Annex hereto (ii) if the index is not coposed by the Issuer, where inforation about the index can be obtained: See table included in definition of Selection set forth in Annex hereto Where the underlying is an interest rate, a description of the interest rate: 9 PLACING AND UNDERWRITING Nae and address of the co-ordinator(s) of the global offer and of single parts of the offer: Nae and address of any paying agents and depositary agents in each country (in addition to the Principal Paying Agent): Naes and addresses of entities agreeing to underwrite the issue on a fir coitent basis, and entities agreeing to place the issue without a fir coitent or under best efforts arrangeents: When the underwriting agreeent has been or will be reached: Prohibition of Sales to EEA Retail Investors: DEUTSCHE BANK AKTIENGESELLSCHAFT SUCURSAL EM PORTUGAL, Rua Castillho nº 20, Lisboa, Portugal 10 OPERATIONAL INFORMATION Intended be held in a anner which would allow Eurosyste eligibility: No. Whilst the designation is specified as no at the date of these Final Ters, should the Eurosyste eligibility criteria be aended in the future such that 12

13 the Notes are capable of eeting the the Notes ay then be deposited with one of the ICSDs as coon safekeeper. Note that this does not necessarily ean that the Notes will then be recognised as eligible collateral for Eurosyste onetary policy and intra day credit operations by the Eurosyste at any tie during their life. Such recognition will depend upon the ECB being satisfied that Eurosyste eligibility criteria have been et. ISIN Code: XS Coon Code: Depositaries: (i) Euroclear France to act as Central Depositary: (ii) Coon Depositary for Euroclear and Clearstrea: Any clearing syste(s) other than Euroclear and Clearstrea and the relevant identification nuber(s): Delivery: Naes and addresses of additional Agents appointed in respect of the Notes (if any): No Yes Delivery against payent See paragraph 61 of Part A above 11 POST-ISSUANCE INFORMATION CONCERNING THE UNDERLYING The Issuer will not provide any inforation relating to the underlying. 12 INDEX SPONSOR DISCLAIMER In respect of the EURO STOXX Select Dividend 30 Index: STOXX has no relationship to NATIXIS, other than the licensing of the EURO STOXX Select Dividend 30 and the related tradearks for use in connection with the Notes. STOXX does not: Sponsor, endorse, sell or proote the Notes. Recoend that any person invest in the Notes or any other securities. Have any responsibility or liability for or ake any decisions about the tiing, aount or pricing of Notes. Have any responsibility or liability for the adinistration, anageent or arketing of the Notes. Consider the needs of the Notes or the owners of the Notes in deterining, coposing or calculating the EURO STOXX Select Dividend 30 or have any obligation to do so. 13

14 STOXX will not have any liability in connection with the Notes. Specifically, STOXX does not ake any warranty, express or iplied and disclai any and all warranty about: The results to be obtained by the Notes, the owner of the Notes or any other person in connection with the use of the EURO STOXX Select Dividend 30 and the data included in the EURO STOXX Select Dividend 30 ; The accuracy or copleteness of the EURO STOXX Select Dividend 30 and its data; The erchantability and the fitness for a particular purpose or use of the EURO STOXX Select Dividend 30 and its data; STOXX will have no liability for any errors, oissions or interruptions in the EURO STOXX Select Dividend 30 or its data; Under no circustances will STOXX be liable for any lost profits or indirect, punitive, special or consequential daages or losses, even if STOXX knows that they ight occur. The licensing agreeent between NATIXIS and STOXX is solely for their benefit and not for the benefit of the owners of the Notes or any other third parties. 14

15 ANNEX TO THE FINAL TERMS IN RELATION TO THE ADDITIONAL TERMS AND CONDITIONS OF THE NOTES The inforation set out in this Annex consolidates inforation already referred to in the Additional Ters and Conditions and is included to aid coprehensibility of the product. 1. Provisions applicable to Structured Notes (with the exception of Rate Linked Notes, Currency Linked Notes, Credit Linked Notes) relating to forulae for the calculation of Interest, Final Redeption Aount and/or Optional Redeption Aount and/or Autoatic Early Redeption Aount 1.1 Coon Definitions Valuation / Autoatic Early Redeption Valuation : t Valuation Date / Autoatic Early Redeption Valuation 1 21 June Deceber June Deceber June Deceber June Deceber June Deceber June Deceber June Deceber June Deceber June Deceber June Deceber 2028 Payent / Autoatic Early Redeption : t 1 2 Payent Date / Autoatic Early Redeption 28 June Deceber

16 June Deceber June Deceber June Deceber June Deceber June Deceber June Deceber June Deceber June Deceber June Deceber 2028 Observation is Selection eans : Index Underlying Blooberg Code ISIN Code Weight Type Sponsor i = 1 Euro Stoxx Select Dividend 30 Price Index SD3E Index CH % Multi- Exchange Stoxx Liited, Zurich, Switzerland Reference Price eans Initial Level Meory Effect is Price eans Final Level Average Observation Set is Lookback Observation Set is 16

17 Observation Set 1 : t Observation Set 1(t) June Deceber June Deceber June Deceber June Deceber June Deceber June Deceber June Deceber June Deceber June Deceber June

18 1 21 Deceber 2028 Observation Set 2 : t Observation Set 2(t) 1 21 Deceber Deceber January January January January February February Deceber Deceber January January January January February February Deceber Deceber January January January January February February Deceber Deceber January January January January February February

19 Deceber Deceber January January January January February February Deceber Deceber January January January January February February Deceber Deceber January January January January February February Deceber Deceber January January January January February February Deceber Deceber January January January January February

20 8 8 February Deceber Deceber January January January January February February Deceber Deceber January January January January February February Deceber Deceber January January January January February February Deceber Deceber January January January January February February Deceber Deceber January January January

21 January February February Deceber Deceber January January January January February February Deceber Deceber January January January January February February Deceber Deceber January January January January February February Deceber Deceber January January January January February February Deceber Deceber January

22 January January January February February Deceber Deceber January January January January February February 2019 Actuarial Observation Set is Price Observation Set is 1.2 Phoenix Eleents for calculation of the Coupon: Coupon1(t) = 0%, for all Valuation. Coupon2(t) eans, for each Valuation Date indexed t, t ranging fro 1 to 20: t Coupon2(t) % % % % % % % % % % % % 22

23 % % % % % % % % H(t) = 75% for all Valuation. BasketPerf1(t) BasketPerf1(t) eans, for each Valuation Date indexed t, t ranging fro 1 to 20, the Local Perforance forula. The Local Perforance forula eans, for each Valuation Date indexed t, t ranging fro 1 to 20, the Weighted forula. In each Weighted forula, IndivPerf(i,t) eans, for each Valuation Date indexed t, t ranging fro 1 to 20, the Ratchet Individual Perforance forula. In each Ratchet Individual Perforance forula, Price(i, Observation Set 1(t)) eans, for each Observation Set 1 indexed t, t ranging fro 1 to 20, the Average Price of the Underlying indexed i, i ranging fro 1 to 1, on this Observation Set 1. In each Ratchet Individual Perforance forula, Price(i, Observation Set 2(t)) eans, for each Observation Set 2 indexed t, t ranging fro 1 to 20, the Min Price of the Underlying indexed i, i ranging fro 1 to 1, on this Observation Set 2. Eleents for calculation of the Autoatic Early Redeption Aount: R(t) eans, for each Valuation Date indexed t, t ranging fro 1 to 20 : t R(t) % 3 100% 4 100% 5 100% 23

24 6 100% 7 100% 8 100% 9 100% % % % % % % % % % % 20 BasketPerf2(t) = BasketPerf 1(t), for all Valuation. Coupon3(t) is for all Valuation. H2(t) is for all Valuation BasketPerf3(t) = BasketPerf 1(t), for all Valuation. Eleents for calculation of the Final Redeption Aount: Coupon4 = 0 % Coupon5 = 0 % H3 is G = 100 % G5 is Cap is Cap5 is Floor = 0% Floor5 is K = 100 % K5 is B = 60% 24

25 BasketPerf 4 (T) = BasketPerf 1(t = 20) BasketPerf 5 (T) = BasketPerf 1(t = 20) BasketPerf 6 (T) = BasketPerf 1(t = 20) BasketPerf 7 (T) = BasketPerf 1(t = 20) 25

26 ISSUE SPECIFIC SUMMARY Section A Introduction and warnings Eleent A.1 General disclaier regarding the Suary A.2 Consent to use the Base Prospectus Warning that: this suary should be read as an introduction to the Base Prospectus; any decision to invest in the securities should be based on consideration of the Base Prospectus taken as a whole by the investor; where a clai relating to the inforation contained in the Base Prospectus is brought before a court, the plaintiff investor ight, under the national legislation of the Meber States, have to bear the costs of translating the prospectus before the legal proceedings are initiated; and civil liability attaches only to the Issuer who have tabled the suary including any translation thereof, but only if the suary is isleading, inaccurate or inconsistent when read together with the other parts of the prospectus or it does not provide, when read together with the other parts of the prospectus, key inforation in order to aid investors when considering whether to invest in such securities. Subject to the conditions set out below, the Issuer consents to the use of this Base Prospectus in connection with an offer in circustances where there is no exeption fro the obligation under the Prospectus Directive to publish a prospectus (a Public Offer) of Notes by the Manager, DEUTSCHE BANK AKTIENGESELLSCHAFT, SUCURSAL EM PORTUGAL, Rua Castillho nº 20, Lisboa, Portugal, (the Authorised Offeror). The Issuer s consent referred to above is given for Public Offers of Notes during the period beginning at 9.00 a.. (CET) on 22 October 2018 and ending at 7.00 p.. (CET) on 12 Deceber 2018 (the Offer Period). The conditions to the Issuer s consent are that such consent (a) is only valid during the Offer Period; (b) only extends to the use of this Base Prospectus to ake Public Offers of the relevant Tranche of Notes in Portugal. AN INVESTOR INTENDING TO ACQUIRE OR ACQUIRING ANY NOTES IN A PUBLIC OFFER FROM AN AUTHORISED OFFEROR WILL DO SO, AND OFFERS AND SALES OF SUCH NOTES TO AN INVESTOR BY SUCH AUTHORISED OFFEROR WILL BE MADE, IN ACCORDANCE WITH ANY TERMS AND OTHER ARRANGEMENTS IN PLACE BETWEEN SUCH AUTHORISED OFFEROR AND SUCH INVESTOR INCLUDING AS TO PRICE, ALLOCATIONS AND SETTLEMENT ARRANGEMENTS. 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. 26

27 Section B Issuer Eleent Title B.1 Legal and coercial nae of the Guarantor B.2 Doicile/ legal for/ legislation/ country of incorporation NATIXIS NATIXIS is doiciled at 30, avenue Pierre Mendes-France, Paris, France. It is incorporated in and under the laws of France as a public liited liability copany (société anonye à Conseil d Adinistration). B.4b Trend inforation The global econoic environent is favourable, with solid growth prospects around the world. However, renewed volatility on the arkets has been observed in the opening onths of 2018, which eans that NATIXIS will need to reain alert and continue to pay close attention to its risk anageent. On 27 July 2018, NATIXIS' share capital was increased to 5,040,461, divided into 3,150,288,592 fully paid up shares of 1.60 each. B.5 Description of the Group With effect as of 31 July 2009 (non inclusive), NATIXIS was affiliated with BPCE, the central body for the new banking group fored by the cobination of Groupe Banque Populaire and Groupe Caisse d'epargne, which closed on 31 July This affiliation with BPCE is governed by article L of the French Code Monétaire et Financier (Monetary and Financial Code). As central body and pursuant to article L of the French Code Monétaire et Financier, BPCE is responsible for guaranteeing the liquidity and solvency of NATIXIS. BPCE is the ain shareholder of NATIXIS and, as such, exercises the responsibilities laid out by banking regulations. B.9 Profit forecast or estiate B.10 Audit report qualifications No profit forecasts or estiates have been ade in the Base Prospectus. No qualifications are contained in any audit report included in the Base Prospectus. 27

28 Eleent Title B.12 Selected historical key financial inforation Stateent of no aterial adverse change Description of significant changes in the financial or trading position subsequent to the period covered by the historical financial inforation B.13 Events ipacting the Guarantor s solvency B.14 Dependence upon other group entities As at 30 June 2018, NATIXIS total assets were billion. As at 30 June 2018, NATIXIS net revenues for the six onths ended 30 June 2018 were 4,989 illion, its gross operating incoe was 1,554 illion and its net incoe (group share) was 903 illion. The financial inforation in the above paragraph is unaudited and is extracted fro NATIXIS press release published on 2 August 2018 relating to the unaudited financial inforation of NATIXIS for the 6 onth period ended 30 June As at 30 June 2017, NATIXIS total assets were billion. As at 30 June 2017, NATIXIS net revenues were 4,756 illion, its gross operating incoe was EUR 1,391 illion and its net incoe (group share) was 768 illion. As at 31 March 2018, NATIXIS total assets were billion. As at 31 March 2018, NATIXIS net revenues were 2,412 illion, its gross operating incoe was 618 illion and its net incoe (group share) was 323 illion. The financial inforation in the above paragraph is unaudited and is extracted fro NATIXIS press release published on 17 May 2018 relating to the unaudited financial inforation of NATIXIS for the first quarter ended 31 March As at 31 March 2017, NATIXIS total assets were billion. As at 31 March 2017, NATIXIS net revenues were 2,347 illion, its gross operating incoe was 576 illion and its net incoe (group share) was 280 illion. As at 31 Deceber 2017, NATIXIS total assets were 520 billion. NATIXIS net revenue for the year ended 31 Deceber 2017 was 9,467 illion, its gross operating incoe was 2,835 illion and its net incoe (group share) was 1,669 illion. As at 31 Deceber 2016, NATIXIS total assets were billion. NATIXIS net revenue for the year ended 31 Deceber 2016 was 8,718 illion, its gross operating incoe was 2,480 illion and its net incoe (group share) was 1,374 illion. There has been no aterial adverse change in the prospects of NATIXIS since 31 Deceber Not applicable. There has been no significant change in the financial or trading position of NATIXIS since 30 June Not applicable there are no recent events particular to NATIXIS which are to a aterial extent relevant to the evaluation of NATIXIS's solvency. Please see Eleents B.19/B.5 above and B.19/B.16 below. Not applicable NATIXIS is not dependent on other group entities. B.15 Principal activities NATIXIS is the international corporate and investent banking asset anageent, insurance and financial services ar of Groupe BPCE, the second largest banking group in France (source: Banque de France). NATIXIS has a nuber of areas of expertise that are organised into four ain businesses: 28

29 Eleent Title Asset & Wealth Manageent; Corporate & Investent Banking; Insurance; and Specialised Financial Services. NATIXIS has a long-lasting coitent to its own client base of copanies, financial institutions and institutional investors as well as the client base of individuals, professionals and sall and ediu-size businesses of Groupe BPCE retail banking networks (Caisse d Epargne and Banque Populaire). B.16 Controlling shareholders BPCE is the ain shareholder of NATIXIS and, as such, exercises the responsibilities laid out by banking regulations. As at 31 Deceber 2017, BPCE held 71% of the share capital of NATIXIS. B.17 Credit ratings The long ter senior unsecured debt of NATIXIS is rated A1 (stable) by Moody's Investors Inc. (Moody's), A (positive) by Standard and Poor's Ratings Services (S&P) and A (positive) by Fitch Ratings Ltd. (Fitch). Each of Moody's, S&P and Fitch is established in the European Counity and is registered under Regulation (EC) No 1060/2009 (as aended) (the CRA Regulation). The European Securities and Markets Authority publishes on its website ( 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 Coission shall publish that updated list in the Official Journal of the European Union within 30 days following such update. 29

30 Section C Securities Eleent Title C.1 Type and Class of Notes/ISIN The notes (Notes) described in this Section C are debt securities with a denoination of less than 100,000 (or its equivalent in any other currency). The Notes are Structured Notes. Series Nuber: 4248 Tranche Nuber: 1 International Securities Identification Nuber (ISIN): XS Coon Code: C.2 Currency The currency of this Series of Notes is Euro ("EUR") C.5 Restrictions on transferability The free transfer of the Notes is subject to the selling restrictions of the United States, the European Econoic Area (including the United Kingdo, France and Ireland), Kingdo of Saudi Arabia, Hong Kong, Japan, Singapore, Taiwan, Switzerland, the Russian Federation, the Cayan Islands, Guernsey, Jersey, Mauritius, Mexico, Brazil, Chile, Panaa, Kingdo of Bahrain, Kuwait, Oan, Qatar, United Arab Eirates, People s Republic of China, Canada, Peru and Uruguay.The Notes and the NATIXIS Guarantee ay not be offered, sold, pledged or otherwise transferred except in "offshore transactions" (as such ter is defined in Regulation S) or to or for the account or benefit of a Peritted Transferee. Peritted Transferee eans any person who is not: (a) a U.S. person as defined in Rule 902(k)(1) of Regulation S; or (b) a person who coes within any definition of U.S. person for the purposes of the U.S. Coodity Exchange Act of 1936, as aended (the CEA) or any rule thereunder (a CFTC Rule), guidance or order proposed or issued under the CEA (for the avoidance of doubt, any person who is not a "Non-United States person" as such ter is defined under CFTC Rule 4.7(a)(1)(iv), but excluding, for purposes of subsection (D) thereof, the exception for qualified eligible persons who are not "Non-United States persons", shall be considered a U.S. person). Notes held in a clearing syste ust be transferred in accordance with the rules, procedures and regulations of that clearing syste. C.8 Rights attached to the Notes, including ranking and liitations on those rights Rights attached to the Notes Taxation All payents in respect of Notes will be ade without deduction for or on account of withholding taxes iposed by France, unless required by law. 30

31 Eleent Title In the event that a withholding or deduction is required by French law, NATIXIS will not be required to pay additional aounts to cover the aounts so withheld or deducted. Issuer s Negative Pledge So long as any of the Notes, and Receipts or Coupons relating to the reains outstanding, the relevant Issuer will not create or perit to subsist any ortgage, pledge, lien or other for of encubrance or security interest upon the whole or any part of its undertaking, assets or revenues, present or future, to secure any Relevant Debt (as defined below) or any guarantee of or indenity by such Issuer in respect of any Relevant Debt, unless at the sae tie or prior thereto the relevant Issuer s obligations under the Notes, Receipts or Coupons (A) are secured equally and rateably therewith, or (B) have the benefit of such other security, guarantee, indenity or other arrangeent as shall be approved by an Extraordinary Resolution of the Noteholders. Relevant Debt eans present or future indebtedness in the for of, or represented by, bonds, notes, debentures, or other securities which are for the tie being, or are capable of being, listed or ordinarily dealt in on any stock exchange, over-the-counter arket or other securities arket. Events of default Any Notes ay becoe iediately redeeable by notice by a holder upon the occurrence of certain events (Events of Default) including nonpayent and non-perforance of the relevant Issuer s obligations in respect of the Notes and the insolvency or winding up of the relevant Issuer. Meetings The ters of the Notes will contain provisions for calling eetings of holders of such Notes to consider atters affecting their interests generally. These provisions perit defined ajorities to bind all holders, including holders who did not attend and vote at the relevant eeting and holders who voted in a anner contrary to the ajority. Governing law The Notes are governed by English law. Ranking of the Notes The Notes constitute direct, unconditional, unsubordinated or, with respect to Notes issued by NATIXIS, senior preferred (within the eaning of Article L I 3 of the French code onétaire et financier) and (subject to the Ters and Conditions of the English Law Notes) unsecured obligations of the Issuer and shall at all ties rank pari passu without any preference aong theselves. Liitation of the rights Prescription 31

32 Eleent Title C.9 Interest/Redeption Please also refer to Eleent C.8. Clais against the relevant Issuer for payent in respect of the Notes, Receipts and Coupons (which for this purpose shall not include Talons) shall be prescribed and becoe void unless presented for payent within ten years (in the case of principal) or five years (in the case of interest) fro the appropriate Relevant Date in respect of the. Interest The Notes (Structured Notes) bear any interest at a structured rate calculated by reference to the Euro STOXX Select Dividend 30 Index (the Underlying Reference(s) ). Description of the Underlying Reference: see Eleent C.15 The interest rate is calculated according to the following pay-off forula: Phoenix. Redeption Subject to any purchase and cancellation or early redeption, the Notes will be redeeed on 28 Deceber 2028 at an aount deterined in accordance with the following forula: Phoenix. The Notes ay be redeeed early for illegality at the fair arket value. Payents shall be ade by transfer to an account denoinated in the relevant currency with a bank in the principal financial centre of that currency The redeption aount will be calculated according to the Euro STOXX Select Dividend 30 Index (the Underlying Reference(s) ). The redeption aount will be calculated according to the following forula: Phoenix The Phoenix ay pay a conditional or guaranteed interest aount on each Payent Date. If applicable, Noteholders ay benefit fro the Meory Effect, which triggers payent of any previously unpaid interest aounts. Autoatic early redeption ay occur during the ter of the Notes. On each Valuation Date indexed "t", an interest aount, paid on the Payent Date indexed "t", unless this Valuation Date falls after the occurrence of an Autoatic Early Redeption Event, is calculated in accordance with the following forula: Where: PhoenixCoupon(t) = Denoination [Coupon 1 (t) + (Coupon 2 (t) MeoryCoupon(t)) UpsideCondition(t)] UpsideCondition(t) = 1 if BasketPerf 1 (t) H(t) = 0 if not Coupon 1(t) eans an interest rate as specified in the Final Ters. Coupon 2(t) eans an interest rate as specified in the Final Ters. 32

33 Eleent Title H(t) eans the percentage specified in the Final Ters. If "H(t)" is specified as being, then UpsideCondition (t) = 0 in any event. BasketPerf 1(t) eans a perforance of the Selection of Underlyings on the Valuation Date indexed "t", associated, if needs be with an Observation Set. Its value is calculated using one of the forulae listed in paragraph 1.1 (Coon Definitions) above with regard to the definition of "BasketPerf" as specified in the Final Ters. The Autoatic Early Redeption of the Note is triggered on any Valuation Date indexed "t" where: With: where: AutoCallCondition(t) = 1 AutoCallCondition(t) = 1 if BasketPerf 2 (t) R(t) = 0 if not R(t) eans the percentage specified in the Final Ters. If "R(t)" is specified as being, then AutoCallCondition(t) = 0 in any event. BasketPerf 2(t) eans a perforance of the Selection on the Valuation Date indexed "t", associated, if need be, with an Observation Set. Its value is calculated using one of the forulae listed in 1.1 (Coon Definitions), with regard to the definition of "BasketPerf", as specified in the Final Ters. In this case, the Autoatic Early Redeption Aount per Note payable on the Payent Date iediately following the Valuation Date "t" is equal to: With: Denoination (100% + Coupon 3 (t) UpsideCondition 2 (t)) Where: UpsideCondition 2 (t) = 1 if BasketPerf 3 (t) H 2 (t) = 0 if not Coupon 3(t) eans an interest rate as specified in the Final Ters. H 2(t) eans the percentage specified in the Final Ters. If "H 2(t)" is specified as being, then UpsideCondition 2(t) = 0 in any event. BasketPerf 3(t) eans a perforance of the Selection on the Valuation Date indexed "t", associated, if needs be, with an Observation Set. Its value is calculated using one of the forulae listed in 1.1 (Coon Definitions), with regard to the definition of "BasketPerf", as specified in the Final Ters. If the Note has never been subject to an Autoatic Early Redeption, then the Final Redeption Aount per Note is equal to: Where: Denoination [100% + FinalCoupon Vanilla DownsideCondition (1 UpsideCondition 3)] Vanilla = G Min(Cap, Max ((K BasketPerf 4 (T)), Floor)) DownsideCondition = 1 if BasketPerf 5 (T) < B = 0 if not 33

34 Eleent Title And FinalCoupon = (Coupon 4 (1 DownsideCondition)) +(Vanilla 5 UpsideCondition 3 ) Vanilla 5 = Coupon 5 + G 5 Min(Cap 5, Max((BasketPerf 6 (T) K 5 ), Floor 5 )) where: UpsideCondition 3 = 1 if BasketPerf 7 (T) H 3 = 0 if not Coupon 4 eans an interest rate as specified in the Final Ters. Coupon 5 eans an interest rate as specified in the Final Ters. H 3 eans the percentage specified in the Final Ters. If H 3 is specified as being, then UpsideCondition 3 = 0 in any event. G eans the percentage specified in the Final Ters. G 5 eans the percentage specified in the Final Ters. Cap eans the percentage specified in the Final Ters. Cap 5 eans the percentage specified in the Final Ters. Floor eans the percentage specified in the Final Ters. Floor 5 eans the percentage specified in the Final Ters. K eans the percentage specified in the Final Ters. K 5 eans the percentage specified in the Final Ters. B eans the percentage specified in the Final Ters. If "B" is specified as being, then DownsideCondition = 1 in any event. BasketPerf 4(T), BasketPerf 5(T), BasketPerf 6(T), BasketPerf 7(T) ean perforances of the Selection on the last Valuation Date, associated with, if need be, one or several Observation Sets. Each of their respective values is calculated using one of the forulae specified in 1.1 (Coon Definitions), with regard to the definition of "BasketPerf", as specified in the Final Ters. It should be noted that the forula used to calculate "BasketPerf i(t)" ay be different fro the forula used to calculate "BasketPerf j(t)", when the subscript "i" is different fro the subscript "j". If Redeption by Physical Delivery is specified as Applicable in the Final Ters, the Notes will be redeeed by Physical Delivery in accordance with the relevant ters specified in paragraphs "Redeption by Physical Delivery" and "Provisions applicable to Physical Delivery Notes" only if the following conditions are et: DownsideCondition = 1 and BasketPerf 4 (T) < K Representative of holders No representative of the Noteholders has been appointed by the Issuer. C.10 Derivative coponent in the interest payents Payents of interest in respect of the Notes will be deterined by reference to the perforance of the Underlying Reference(s). 34