1. Product Description

Transcription

1 TRAKER CERTIFICATE LINKED TO THE PERFORMANCE OF ATONRÂ FINTECH USD INDEX PROVISIONAL SIMPLIFIED PROSPECTUS Ths provsonal smplfed prospectus contans ndcatve terms and condtons, whch are marked as ndcatve below. The terms and condtons wll be confrmed n the defntve Smplfed Prospectus whch wll be avalable as of the Issue Date as defned below (Defntve Smplfed Prospectus), f the Certfcates are ssued IMPORTANT NOTICE In Swtzerland, these fnancal nstruments are consdered structured products. The product descrbed n ths document does not consttute a partcpaton n a collectve nvestment scheme wthn the meanng of the Swss Federal Act on Collectve Investment Schemes (CISA). Therefore, the Certfcates are not subject to authorzaton, approval or supervson by the Swss Fnancal Market Supervsory Authorty (FINMA), and nvestors n the Certfcates wll not beneft from protecton under the CISA or supervson by FINMA. Investors bear the Issuer rsk. The nformaton on the Certfcates n ths smplfed prospectus s not avalable n one of Swtzerland s offcal languages. Furthermore, nvestors should be aware that the product has a dynamc, dscretonary structure, whch may result n changes to the product terms and/or the ndex components. 1. Product Descrpton Instrument Type: Certfcate («Certfcate»). Product name from the lst of pay offs n the relevant program: Vanlla Short product descrpton extracted from the lst of pay offs n the relevant program: Vanlla provde the full performance of the Underlyng. The Certfcates do not bear nterest. Descrpton of the product The Certfcates are lnked to the performance of the Underlyng. The Certfcates wll be redeemed on the Maturty Date at 100% of the performance of the Underlyng. The Certfcates are thus not prncpal protected. The Certfcate replcates the prce movements n the Underlyng and s therefore n terms of rsk comparable to a drect nvestment n the Underlyng. At the Redempton Date, the Investor wll receve the Fnal Redempton Amount as at the Maturty Date. The Underlyng s a long-only, actvely managed ndex n USD focused on opportuntes and specal stuatons. It nvests manly n US and partally n worldwde equty markets. At tmes, when there s a lack of opportuntes, the Index could be largely exposed to cash expressed n Unted States Dollars. The Index Components (as defned n the Index rules (the Index Rules ) set forth n annex to ths smplfed prospectus) are: - Dversfed geographc shares (whch ncludes unts of exchange traded funds n the Index) part of or actve n the Fntech sector (n ts wdest sense of meanng) that are lqud and negotable. It s expressly agreed that ETF wll not represent more than one-thrd of the Index value. - Rghts attached to a Share. - Cash n USD or any other currency converted nto USD. The objectve of the Index s a thematc dynamc strategy ndex ntendng to provde an exposure to the Fntech Sector. On the Issue Date, the Index s cash only. 1

2 SSPA desgnaton: Tracker Certfcate (1300) For a more detaled descrpton of the Underlyng, please refer to the Index Rules set forth n annex to ths Smplfed Prospectus. Issuer: Issuer s Ratng: Calculaton Agent: Index Sponsor: Index Advsor: Payng Agent: Regstrar: Dealer: NATIXIS SA Incorporated as a Socété Anonyme under the laws of France, wth regstered offce at 30 Avenue Perre Mendes France, Pars, France. Web: Natxs s generally supervsed by the European Central bank (ECB) and authorsed n France by the Autorté de Contrôle Prudentel et de Résoluton (ACPR) as a Bank Investment Servces Provder and subject to ts supervson. Natxs s regulated n France by the Autorté des Marchés Fnancers (AMF) n respect of ts nvestment servces actvtes. Standard & Poor's: A / Moody's: A2 / Ftch: A Long Term Debt NATIXIS Calculaton Agent department, 40 avenue des Terrors de France, Pars, France NATIXIS Incorporated as a Socété Anonyme under the laws of France, wth regstered offce at 30 Avenue Perre Mendes France, Pars, France. Web: Natxs s authorsed n France by the Autorté de contrôle prudentel et de résoluton (ACPR) as a Bank Investment Servces Provder and subject to ts supervson. Natxs s regulated by the Autorté des marches fnancers (AMF) n respect of ts nvestment servces actvtes. ATONRÂ PARTNERS S.A. whose regstered offce s at 12, rue Perre Fato, 1204 Geneva, Swtzerland. Web: The Index Advsor s a Self-Regulated Organsaton (SRO) by the Assocaton Romande des Intermédares Fnancers (ARIF) BNP Parbas Securtes Servces, Luxembourg Branch BNP Parbas Securtes Servces, Luxembourg Branch NATIXIS Incorporated as a Socété Anonyme under the laws of France, wth regstered offce at 30 Avenue Perre Mendes France, Pars, France. Web: Natxs s authorsed n France by the Autorté de contrôle prudentel et de résoluton (ACPR) as a Bank Investment Servces Provder and subject to ts supervson. Natxs s 2

3 regulated by the Autorté des marches fnancers (AMF) n respect of ts nvestment servces actvtes. Denomnated Currency: USD Underlyng: Index Bloomberg Code Type Index Sponsor AtonRâ Fntech - USD Index NXSRFINT Index Propretary Index Natxs The Index Rules, the descrpton of the underlyng nvestment strategy and the nformaton concernng the current composton of the Index are avalable upon nvestor s request at the offce of the Index Sponsor free of charge. Webste: Informaton on the Certfcates wll be publshed on Notonal Amount: USD 30,000,000 Mnmum Investment: USD 1,000 Denomnaton: USD 1,000 Issue Prce: 100% Tradng Volume and Rato: Tradng Volume = 1 Certfcate Trade Date: May 4, 2017 Tradng Rato = 1/1 (1 Denomnaton gves rght to 1 Certfcate) Strke Date: Not Applcable Issue Date: May 18, 2017 Valuaton Date: May 4, 2027 Maturty Date: May 18, 2027 Busness Day Conventon: Busness Day: Captal Guaranteed at Maturty: Coupon: Coupon Payment Date: Redempton at the Opton of the Followng TARGET No Not Applcable Not Applcable Applcable. The Issuer s able to early redeem the Notes at the Optonal Redempton Amount: 3

4 Issuer: - on any relevant Opton Redempton Date durng the lfe of the product n case of the occurrence of a Trgger Amount Certfcates Event (the Event Issuer Call ) wth a mnmum nformaton notce equal to the relevant Notce Perod; and - annually on each Opton Redempton Date (the Annual Issuer Call ) wth a mnmum nformaton notce equal to the relevant Notce Perod. Optonal Redempton Date: Optonal Redempton Amount(s) of each Certfcate and method, f any, of calculaton of such amount(s): Means, respectvely: - n respect of an Event Issuer Call, 4 Scheduled Tradng Days followng the date on whch the Issuer notfes the redempton of the Certfcates to the holders of the Certfcates durng the Issuer s Opton Perod; and - n respect of an Annual Issuer Call, 10 Scheduled Tradng Days followng the Optonal Early Valuaton Date. The Optonal Redempton Amount per Certfcate payable on the relevant Optonal Redempton Date shall be equal to, respectvely: - n respect of the Event Issuer Call, the amount determned on the notfcaton date by the Calculaton Agent, n ts sole and absolute dscreton, n the Specfed Currency, to be the far market value of a Certfcate based on the market condtons prevalng at the date of determnaton and adjusted to account fully for any reasonable expenses and costs of unwndng any underlyng and/or related hedgng and fundng arrangements (ncludng, wthout lmtaton, any optons, swaps or other nstruments of any type whatsoever hedgng the Issuer s oblgatons under the Certfcates); or - n respect of the Annual Issuer Call, the Optonal Redempton Amount per Certfcate payable on the relevant Optonal Redempton Date shall be equal to the amount determned by the Calculaton Agent, n ts sole and absolute dscreton, n the Specfed Currency, to be the far market value of a Certfcate based on the market condtons prevalng on the 30th Scheduled Tradng Days followng the date on whch the Issuer notfes the redempton of the Certfcates to the holders of the Certfcates (the Optonal Early Valuaton Date ) and adjusted to account fully for any reasonable expenses and costs of unwndng any underlyng and/or related hedgng and fundng arrangements (ncludng, wthout lmtaton, any optons, swaps or other nstruments of any type whatsoever hedgng the Issuer s oblgatons under the Certfcates). Notce Perod: Issuer s Opton Perod: Trgger Amount Certfcates Event: Scheduled Tradng Day(s): Means n respect of the Event Issuer Call, 4 Scheduled Tradng Days. Means n respect of the Annual Issuer Call, 30 Scheduled Tradng Days. Means n respect of the Event Issuer Call, the perod startng on and ncludng the day on whch a Trgger Amounts Certfcates Event or, as the case may be, a Regulatory Event has occurred to and ncludng the earlest between the day on whch the relevant Trgger Amounts Certfcates Event or, as the case may be, the relevant Regulatory Event s no more contnung and the day whch s 5 Scheduled Tradng Days before the Valuaton Date. Means that the outstandng prncpal amount of the Certfcates falls below USD 1,000,000 as determned by the Calculaton Agent. Means any day on whch the Index Sponsor s scheduled to publsh the level of the Index. Fnal Redempton Fnal Redempton Amount: The Fnal Redempton Amount per Certfcate payable on the Maturty Date shall be determned by the Calculaton Agent as follows: Denomnaton x Fnal Level/Intal Level 4

5 Intal Level: Fnal Level: Valuaton Tme: Fees: 100 ponts (.e. means the level of the Index on the Strke Date) Means the level of the Index as determned by the Calculaton Agent on the Valuaton Date, as of the Valuaton Tme. The tme at whch the offcal closng level of the Index s calculated and publshed by the Index Sponsor. Acknowledgng that the payment of the fees descrbed below may lead to a potental conflct of nterests between the party recevng the fees (the "Recevng Party") and the nvestor, the nvestor hereby confrms that he/she/t s aware of the fees descrbed below, ncludng ther amount, and explctly agrees that the Recevng Party may retan such fees and shall not be requred to pass them on to the nvestors. Fees lnked to the Index Components of the Underlyng of the Certfcates: The Index Component consstng of cash (the Cash Component ) wll be subject to certan deductons reflectng runnng fees payable to the Index Advsor and the Calculaton Agent. A porton of such fees wll be deducted on each Index calculaton date from the Cash Component, thereby reducng ts amount, as well as the level of the Index. Index Advsory Fee: Index Dstrbuton Fee: Management Fee: Transactons Fees: Performance Fees: The Index Advsor wll receve for ts nvestment advsory servces a commsson of 0.10% p.a. of the Index value, whch wll ultmately be borne by the Investors and wll be deducted from the Cash Amount n accordance wth the terms set forth heren. The Dstrbutor wll receve for ts dstrbuton servces a commsson of 1.20% p.a. of the Index value, whch wll ultmately be borne by the Investors and wll be deducted from the Cash Amount n accordance wth the terms set forth heren. Natxs wll receve for ts tradng servces a commsson of 0.35% p.a. of the Index value, whch wll ultmately be borne by the nvestors and wll be deducted from the Cash Component n accordance wth the Index Rules. The Index Calculaton Agent wll receve for ts calculaton servces a commsson from 0.05% to 0.30% per trade accordng to the relevant market, floored at USD 50 each, whch wll ultmately be borne by the nvestors and wll be deducted from the Cash Component n accordance wth the Index Rules. The Index Advsor wll receve for ts nvestment advsory servces the sum of the Performance Fee determned on each Valuaton Date ndexed t(k) comprsng the relevant Calculaton Perod (the PerfFees t(k)) net of applcable value added tax (VAT) as determned n accordance wth the formula below : PerfFees Wth : tk IndexGross t(k) HWM t( k 1) Nt( k 1) 12.70% Max 0, N : Means the aggregate nomnal amount of each t( k 1) 5

6 transacton entered nto by Natxs (or any of ts afflates) or debts securtes ssued by Natxs (or any of ts afflates) whch are totally exposed on the Index. For the avodance of doubt, the terms not defned here, are defned n the Index Rules. The purchaser or, f applcable, ntroducng broker of these securtes acknowledges and agrees that t shall fully dsclose to ts clents the exstence, nature and amount of any commsson or fee pad or payable to t by Natxs (ncludng, f applcable, by way of dscount) as requred n accordance wth laws and regulatons applcable to t, ncludng any legslaton, regulaton and/or rule mplementng the Markets n Fnancal Instruments Drectve (2004/39/EC) (MFID), or as otherwse may apply n any non-eea jursdctons. A commsson can be pad by Natxs to a thrd party. Ths commsson can be pad ether by an up-front fee or/and a runnng commsson. Governng law: Place of Jursdcton: Settlement: Clearng system: Form of Certfcates: TEFRA Rules: Lstng ISIN Code: Englsh Law The Hgh Court of Justce n England Settlement n nomnal Euroclear / Clearstream Regstered Certfcate Not applcable Not lsted XS Swss securty number: Valoren Code: Valuaton: Restrctons of Transferablty / Tradablty: Secondary Market: Under normal market condtons Natxs shall provde a valuaton on any Exchange Busness Day from and excludng the Strke Date to and excludng the Valuaton Date based on the closng level of the Index. Natxs wll not be requred to provde a valuaton f an event or seres of events occurs outsde ts control (whether or not affectng the market generally) resultng n, amongst others, () the unscheduled closng, () any suspenson or () the dsrupton of any (a) physcal or electronc tradng system or market affectng the Certfcates or (b) computer, communcatons or other servce system used by t to generate a valuaton n respect of the Certfcates. See Sellng Restrctons set out below Natxs shall not provde contnuous secondary market on the Certfcates. Secondary market shall only be provded on the closng level of the Index based on the closng prces of the Index components wth a bd/offer spread of 0.25% on the closng value of the Index. Therefore no assurance can be gven that any tradng market for the Certfcates wll exst or whether any such market wll be lqud or llqud. 6

7 Status of the Certfcates: The Certfcates consttute drect, uncondtonal, unsubordnated and unsecured oblgatons of the Issuer and shall at all tmes rank par passu wthout any preference among themselves and shall at all tmes rank at least equally wth all other unsecured and unsubordnated ndebtedness and monetary oblgatons of the Issuer present and future. In case of default of the Issuer n the payment of the oblgatons arsng from the Certfcates (ncludng nsolvency of the Issuer), the Certfcates may proft from the Securty Arrangements (see above). Prce Informaton: Bloomberg: XS Internet: / Partcular Provsons Partcular Provsons Adjustments to the Underlyng: Early Redempton Event: Early Redempton Amount: Issuer margn: For the Purpose of Condton 18. (f) () paragraph 18. (f) () (d) wll apply. The relevant provsons are fully set out n the Prospectus, as defned below. e.g. unforeseen changes to the terms and condtons for the structured product whch were not agreed contractually but whch may arse durng the product s term wll be announced and nformaton shall be avalable on the Webste (see lnk above). In addton to a redempton for taxaton reasons or upon the occurrence of an Illegalty Event (as these terms are defned n the Issuer s Base Prospectus) the followng events are applcable as Partcular Provsons: - Index Modfcaton - Index Cancellaton - Index Dsrupton - Change n Law - Hedgng Dsrupton - Increased Cost of Hedgng For more detals on each event, please refer to the Issuer s Base Prospectus. Far market value per Certfcate, adjusted to account fully for any reasonable expenses and costs of unwndng any underlyng and/or related hedgng and fundng arrangements (ncludng, wthout lmtaton, any equty optons, equty swaps or other nstruments of any type whatsoever hedgng the Issuer s oblgatons under the Certfcates). In compensaton for ts servces, the Issuer margn s composed n partcular of a compensaton for the costs for structurng, engneerng, ssung, hedgng and operatng the product. Securty arrangements: a. Descrpton of securty arrangement: Wth effect as of 31 July 2009 (non-nclusve), NATIXIS s afflated wth BPCE, the central body of Groupe BPCE. Ths afflaton wth BPCE replaces, wth effect as of same date, the dual afflaton of NATIXIS wth Banque Fédérale des Banques Populares (BFBP) and Casse Natonale des Casses d Epargne et de Prévoyance (CNCE), whch was governed by a dual afflaton agreement termnated on the same date. b. Guarantee and soldarty system: As central body and pursuant to Artcle L

8 of the French Code Monétare et Fnancer, BPCE s responsble for coordnatng ts networks and ensurng the correct functonng of ts Afflates. It takes all necessary measures to guarantee the lqudty and solvency of BPCE, each of the network members and of the other Afflates. To ths end, BPCE manages an nternal soldarty mechansm, beneftng all of the afflated Benefcares (ncludng NATIXIS). Under the guarantee and soldarty system and pursuant to Artcle L and 6 of the French Code Monétare et Fnancer, BPCE must take all necessary measures to guarantee the lqudty and solvency of Groupe BPCE and nsttutons afflated wth BPCE as central body, as well as to organse the fnancal soldarty wthn Banque Populare and Casse d Epargne networks. The guarantee and soldarty system s a specfc regme applcable to French cooperatve or mutual bankng groups, pursuant to whch BPCE and each of the Banques Populares and the Casses d Epargne (37 credt nsttutons) s requred to support the Benefcares n case of temporary cash shortage (lqudty guarantee) or n order to prevent and/or cope wth severe fnancal falngs (solvency guarantee). The soldarty mechansm s nternal to Groupe BPCE and does not consttute a guarantee that s enforceable by thrd partes, although French bankng regulators may requre the mechansm to be used f needed. c. Methodology of the securty arrangement: The soldarty mechansm s operated by BPCE under the sole authorty of ts drectore (Management Board). The Management Board s made up of fve members and may, at ts dscreton, decde to trgger the soldarty mechansm and/or to top up the Guarantee Funds (as defned below), as crcumstances may requre. The Management Board need not seek any approval from BPCE s supervsory board (consel de survellance) nor from the retal network banks (the Banques Populares and the Casses d Epargne). Furthermore n ts role as central body, BPCE controls and montors the lqudty of ts Afflates. Ths s n lne wth the extensve powers vested n t by the French Code Monétare et Fnancer, n partcular Artcle L , whch provdes that BPCE must ensure the correct functonng of the Afflates. Under ths guarantee and soldarty system, BPCE as central body manages: the fund of the Banques Populares network; the fund of the Casses d Epargne network; and the Mutual Guarantee Fund, collectvely the Guarantee Funds. The Guarantee Funds wthn BPCE have a total sum of 1,262.6 mllon as at 31 December 2015 at ther dsposal, the amount of whch wll be ncreased by an annual top-up (unless t s used for purposes of provdng support). The Guarantee Funds are nvested n very safe and lqud nvestments. The management of the funds s entrusted to Natxs Asset Management wth the objectve to preserve the captal over a short-medum term horzon (nvestment n securtes wth maturtes between 12 and 18 months) and to keep a hgh level of lqudty. The management s therefore dversfed and prudent and manly composed of fxed ncome nvestments whch three separate buckets (40% of Euro short term bonds, 30% of money market, 30% of flexble asset allocaton). Elgble debt nstruments wll have a mnmum AA- long term ratng or A-1/P-1 short term ratng. d. Qualty of securty: See above the Issuer s Ratng. 8

9 e. Performance of the Guarantee: BPCE, on account of the powers vested n t as central body, s responsble for preventng that ts Afflates (among whch NATIXIS) face lqudty shortages. Ths mportant preventon role materalses by rgorous and frequent montorng (whch can be daly f market condtons command t) and early nterventon n so far as necessary. Thus BPCE holds all necessary powers to avod the trggerng of the guarantee and soldarty system. Should the stuaton of NATIXIS requre the trggerng of the guarantee and soldarty system, BPCE may draw fnancal means from four dfferent and complementary sources: frstly BPCE wll draw on ts own captal (n complance wth ts shareholder dutes); secondly t wll call upon the Mutual Guarantee Fund; thrdly t wll make a call on the two networks guarantee funds (Banques Populares and Casses d Epargne); fnally BPCE wll request the contrbuton capacty of the Banques Populares and the Casses d Epargne (37 credt nsttutons) up to the full amount of ther equty. The guarantee and soldarty system extends to each of the Afflates of Groupe BPCE (ncludng NATIXIS). For the avodance of doubt, t does not extend to non-french credt nsttutons or to enttes that are not credt nsttutons. Contact: The securty agreement can be obtaned free of charge at Natxs Global Asset Management (NGAM), rue du Veux College 10, Geneva, CH Swtzerland. Tax Informaton: Tax Treatment n Swtzerland (ndcatve): All tax relevant nformaton contaned n ths document s purely ndcatve and based upon a dlgent analyss of the laws and regulatons applcable on the date ths document s ssued and any other nformaton avalable to the Issuer consdered to be relable. The Issuer explctly excludes all and any lablty n respect of any tax mplcatons based upon the nformaton contaned n ths document. The Issuer cannot be held responsble for any tax matter arsng from any nvestment made n ths product. The nvestors only wll be lable for all current and future taxes and dutes. All nvestors should therefore consult ther legal and tax advsors on the tax mplcatons of buyng, holdng and sellng ths fnancal product takng nto account ther partcular crcumstances. The followng Swss tax summary s vald at the tme of the ssuance of the product. It s for general nformaton only and does not purport to be a comprehensve descrpton of all Swss tax consequences that may be relevant to a decson to purchase, own or dspose of the product. Swss tax laws and the practce of the Swss tax authortes may change, possbly wth retroactve effect. Prospectve purchasers of the product should consult ther own tax advsors concernng the tax consequences of purchasng, holdng and dsposng of the product n the lght of ther partcular crcumstances. Wthholdng tax and stamp dutes The product s not subject to Swss wthholdng tax. Prmary market transactons and secondary market transactons concernng the product are subject up to 30 bps Swss stamp transfer tax f they are made by or through the ntermedary of a Swss bank or Swss securtes dealer and f no exempton apples. Tax Treatment for Swss resdent ndvduals The proportonate part of the net ncome generated by the product for the fnancal year s taxable ncome for Swss resdent ndvdual nvestors. The proportonate part of the net captal gan generated by the product for the fnancal year s tax-free for Swss resdent ndvdual nvestors holdng the product for prvate nvestment purposes. Any gan on the dsposal of the product s tax-free for Swss resdent ndvdual nvestors holdng the product for prvate nvestment purposes. 9

10 A captal loss s not tax-deductble. EU Savngs Tax For Swss payng agents, the product s not subject to EU Savngs Tax (out of scope TK 9/14). Fnal wthholdng tax based on the Swss-UK and Swss-Austra tax agreements Swtzerland has entered nto blateral tax treates wth several States (currently the UK and Austra) mposng a fnal wthholdng tax ( Abgeltungssteuer ) on nvestment ncome and captal gans of ndvdual nvestors resdent n any of these States. Such fnal wthholdng tax wll be leved by the Swss payng agent of such nvestors and transferred to the authortes n the relevant State. The applcable tax rate depends on the home country of the nvestor and the type of nvestment ncome or captal gan. The relevant nvestor may authorze the Swss payng agent to report the nvestment ncome and captal gans to the Swss federal tax authorty who wll then report t to the relevant State. Such a reportng substtutes the fnal wthholdng tax. Addtonal U.S. federal ncome tax consderatons: Applcable: the Notes are Specfed Notes (as defned n the Base Prospectus) for the purpose of Secton 871(m) of the U.S. Internal Revenue Code of Addtonal nformaton regardng the applcaton of Secton 871(m) to the Notes wll be avalable at Calculaton Agent contact detals. 2. Prospects for proft and losses Certfcate holders Market Expectaton / Characterstcs Certfcate holders Market Expectaton: Dversfed geographc fnancal markets growth part of or actve n or related to the Fntech (n ts wdest sense of meanng) sector. Underlyng movng sdeways wth no lmtaton nor barrer. Characterstcs: Delta one Certfcate. Changes n the market prce of the Index Components are fully mpactng the value of the Index. Partcpaton n development of the underlyng. Reflects underlyng prce moves 1:1 (adjusted by converson rato and any related fees). Rsk comparable to drect nvestment n the underlyng. Ths generc chart s based on the SSPA categorzaton model and s for 10

11 llustraton purposes only - the actual payoff profle of the Product may dffer. Maxmum / Mnmum Redempton Amounts Maxmum Redempton Amounts: There s no lmtaton of redempton amount. Mnmum Redempton Amounts: USD 0.00 (zero) 3. Sgnfcant rsks for nvestors Rsk Informaton: Notce: Sellng Restrctons: Ths product s not a collectve nvestment scheme as per the Federal Act on Collectve Investment Schemes (CISA) and s not subject to approval or supervson by the Swss Fnancal Market Supervsory Authorty FINMA. Consderable rsks are assocated wth nvestments n structured products. It s therefore the nvestor s duty to seek the professonal and ndependent advce of a trusted fnancal advsor. No nvestor should nvest n ths product before havng understood the rsks assocated wth t and ts sutablty compared to the nvestor s fnancal condton. Ths document s purely for nformaton purposes. It does not consttute an offer or a solctaton to buy or sell fnancal products and n no way replaces the essental advce and rsk nformaton you should seek from your fnancal advsor. It s ntended solely for dstrbuton n Swtzerland. Prnted copes of ths smplfed prospectus are avalable on request at your fnancal ntermedary offce and can be downloaded on the web page: Ths document s a smplfed prospectus for the publc offer of structured products accordng to Art. 5 CISA. The prospectus requrements of Art. 652a or Art of the Swss Code of Oblgatons are not applcable. Ths document has been prepared by the Issuer for dstrbuton of the product to non-qualfed nvestor n Swtzerland. It s of summary nature wth a vew to nclude the nformaton requred by Art. 5 CISA and the Gudelnes of the Swss Bankers Assocaton. The legally bndng terms and condtons for the Certfcates are set forth n the fnal terms (the Fnal Terms), whch must be read together wth the Base Prospectus dated 8 June 2015 (as supplemented as of the date of the Fnal Terms, the Base Prospectus). The Fnal Terms together wth the Base Prospectus form the prospectus (the Prospectus). In case of dscrepancy or nconsstency between ths document and the Prospectus, the Prospectus shall preval. Copes of ths document and of the Prospectus and the documents ncorporated by reference theren are publshed on the nternet pages of NATIXIS Equty Solutons ( may be obtaned free of charge from Natxs Global Asset Management (NGAM), rue du Veux College 10, Geneva, CH Swtzerland. Ths document does not represent a recommendaton to nvest n the product or n any of the underlyng. The Issuer cannot guarantee the completeness and accuracy of the nformaton contaned heren and, therefore, expressly waves any lablty assocated wth t. The dstrbuton of ths document may be restrcted by local law or regulaton n certan jursdctons. It s not ntended for dstrbuton to or for the use by any person or entty n any such jursdcton. All bndng legal documentaton s avalable free of charge from the Issuer. Telephone calls may be recorded agreement of any caller s assumed. These Certfcates may be dstrbuted to qualfed and non-qualfed nvestors n 11

12 Swtzerland, as defned n artcle 10 CISA. No acton has been or wll be taken n any jursdcton that would permt a publc offerng of the securtes descrbed heren, save where explctly stated n the Fnal Terms. The securtes must be sold n accordance wth all applcable sellng restrctons n the jursdctons n whch they are sold. Not for dstrbuton n the Unted States or to U.S. persons. For detals, please refer to the applcable sellng restrctons as set out n the Issuer Base Prospectus. RISK FACTORS: Issuer related Rsks: Product-specfc rsks: RISKS RELATED TO THE ISSUER, SUCH AS CREDIT WORTHINESS OF THE ISSUER, CONFLICTS OF INTEREST, UNFORESEEN EVENTS WHICH CAN INTERRUPT THE ISSUER S OPERATIONS AND CAUSE SUBSTANTIAL LOSSES AND ADDITIONAL COSTS, THE ISSUER S EXPOSURE TO THE CREDIT RISK OF OTHER PARTIES AND AN INTERRUPTION OR BREACH OF THE ISSUER S INFORMATION SYSTEMS, WHICH MAY RESULT IN LOST BUSINESS AND OTHER LOSSES. MANY OF THE RISK FACTORS CONTAINED IN THE BASE PROSPECTUS ARE CONTINGENCIES WHICH MAY OR MAY NOT OCCUR AND THE ISSUER IS NOT IN A POSITION TO EXPRESS A VIEW ON THE LIKELIHOOD OF ANY SUCH CONTINGENCY OCCURRING. GENERAL THE ISSUER BELIEVES THAT THE PURCHASE OF THE CERTIFICATES MAY INVOLVE SUBSTANTIAL RISKS AND THAT PROSPECTIVE INVESTORS SHOULD CONSIDER CAREFULLY ALL THE INFORMATION CONTAINED HEREIN AND IN THE FINAL TERMS AND THE BASE PROSPECTUS AS SUPPLEMENTED (INCLUDING THE DOCUMENTS INCORPORATED BY REFERENCE IN THE BASE PROSPECTUS), AND THE CONSIDERATIONS SET OUT BELOW IN LIGHT OF THEIR OWN FINANCIAL CIRCUMSTANCES AND OBJECTIVES. INVESTORS SHOULD ALSO REFER TO THE RISK FACTORS SET OUT IN THE BASE PROSPECTUS, WHICH MAY AFFECT THE ISSUER S ABILITY TO FULFIL ITS OBLIGATIONS UNDER THE CERTIFICATES OR WHICH ARE MATERIAL FOR THE PURPOSES OF ASSESSING THE MARKET RISKS ASSOCIATED WITH THE CERTIFICATES. SUCH RISK FACTORS INCLUDE IN PARTICULAR: - RISKS RELATING TO THE CERTIFICATES, SUCH AS THE POSSIBILITY OF AN EARLY REDEMPTION FOLLOWING CERTAIN TAX OR ILLEGALITY EVENTS OR AT THE OPTION OF THE ISSUER, OR RISKS RELATED TO STRUCTURED CERTIFICATES (INCLUDING SPECIFIC RISKS RELATED TO EQUITY-LINKED CERTIFICATES INVOLVING UNDERLYING EQUITIES). - RISKS RELATED TO THE MARKET GENERALLY, SUCH AS WHETHER A SECONDARY MARKET WOULD DEVELOP AND LEGAL INVESTMENT CONSIDERATIONS THAT MAY RESTRICT CERTAIN INVESTMENTS. INVESTORS SHOULD ALSO HAVE REGARD TO THE RISK FACTORS SET OUT BELOW. MANY OF THE RISK FACTORS CONTAINED IN THE BASE PROSPECTUS OR SET OUT BELOW ARE CONTINGENCIES WHICH MAY OR MAY NOT OCCUR AND THE ISSUER IS NOT IN A POSITION TO EXPRESS A VIEW ON THE LIKELIHOOD OF ANY SUCH CONTINGENCY OCCURRING. INDEX ADVISOR 12

13 THE INDEX ADVISOR WILL DETERMINE THE ALLOCATION OF THE INDEX AT ANY TIME AS BETWEEN THE SECURITIES COMPONENT AND THE CASH COMPONENT AS WELL AS THE COMPOSITION OF THE SECURITIES COMPONENT (WITH RESPECT TO ANY PERIOD DURING WHICH THERE IS AN ALLOCATION TO THE SECURITIES COMPONENT), AND WILL MANAGE THE COMPOSITION OF THE INDEX OVER TIME IN ACCORDANCE WITH THE PROVISIONS SET OUT IN THE INDEX RULES AND THE INDEX ADVISORY AGREEMENT. THE PERFORMANCE OF THE INDEX WILL DEPEND ON THE DECISIONS RELATING TO ADJUSTMENTS TO BE MADE BY THE INDEX SPONSOR UPON RECOMMENDATIONS FROM THE INDEX ADVISOR PROVIDED THAT THERE IS NO INSURANCE THAT ALL INVESTEMENT DECISIONS OF THE INDEX ADVISOR WILL BE REALISED OR IMPLEMENTED BY THE INDEX SPONSOR AND THAT ITS EXPECTATIONS REGARDING THE PERFORMANCE OF THE INDEX WILL BE MET. NEITHER THE ISSUER, THE CALCULATION AGENT NOR ANY PERSON OTHER THAN THE INDEX ADVISOR IS UNDER ANY OBLIGATION TO NOTIFY CERTIFICATEHOLDERS OF ANY ADJUSTMENTS TO THE INDEX. IF THE INDEX ADVISOR WERE TO RESIGN OR ITS APPOINTMENT TO BE TERMINATED INCLUDING FOLLOWING THE OCCURRENCE OF CERTAIN INDEX ADVISOR EVENTS OR INDEX CRITERIA BREACHES (AS DESCRIBED IN THE FINAL TERMS), SUCH RESIGNATION OR TERMINATION OF APPOINTMENT IS LIKELY TO LEAD TO AN OPTIONAL EARLY REDEMPTION OF THE CERTIFICATES BY THE ISSUER. NEITHER THE ISSUER, THE DEALER OR THE CALCULATION AGENT WILL BE LIABLE TO THE CERTIFICATEHOLDERS OR ANY OTHER PERSON, FOR ANY ACTION OR INACTION OF THE INDEX ADVISOR. NEITHER THE INDEX ADVISOR NOR THE CALCULATION AGENT WILL BE LIABLE TO THE CERTIFICATEHOLDERS OR ANY OTHER PERSON IF, IN THE PERFORMANCE OF THEIR DUTIES, THERE OCCURS AN EXTERNAL CIRCUMSTANCE WHICH PREVENTS EITHER OF THEM FROM CARRYING OUT THEIR DUTIES UNDER THE INDEX ADJUSTMENT PROVISIONS. NO RELEVANT PARTY WILL BE LIABLE FOR ANY UNDERPERFORMANCE OF THE INDEX OR FOR ANY LOSS THAT MIGHT BE INCURRED BY AN INVESTOR IN THE CERTIFICATES. AN INVESTOR IN THE CERTIFICATES MUST UNDERSTAND THAT AN INVESTMENT IN THE CERTIFICATES IS ONLY SUITABLE FOR INVESTORS WHO WISH TO ACQUIRE EXPOSURE TO A INDEX WHICH MAY COMPRISE SHARES AND FUNDS OF THE TYPE THAT ARE ELIGIBLE FOR INCLUSION IN THE INDEX, WHO ARE ABLE TO BEAR A TOTAL LOSS OF THEIR INVESTED AMOUNTS AND WHO ARE WILLING TO BEAR SUCH A RISK. THERE IS NO GUARANTEE AS TO PERFORMANCE. SEE THE ABOVE INDEX ADJUSTMENT PROVISIONS THE CALCULATION AGENT IS THE SAME ENTITY AS THE ISSUER AS THE CALCULATION AGENT IS THE SAME ENTITY AS THE ISSUER, POTENTIAL CONFLICTS OF INTEREST MAY EXIST BETWEEN THE CALCULATION AGENT AND THE PURCHASERS, INCLUDING WITH RESPECT TO THE EXERCISE OF THE VERY BROAD DISCRETIONARY POWERS OF THE CALCULATION AGENT. THE CALCULATION AGENT HAS THE AUTHORITY (I) TO DETERMINE WHETHER CERTAIN SPECIFIED EVENTS AND/OR MATTERS SO SPECIFIED IN THE CONDITIONS RELATING TO A SERIES OF SECURITIES HAVE OCCURRED, AND (II) TO DETERMINE ANY RESULTING ADJUSTMENTS AND CALCULATIONS AS DESCRIBED IN SUCH CONDITIONS. PROSPECTIVE PURCHASERS SHOULD BE AWARE THAT ANY DETERMINATION MADE BY THE CALCULATION AGENT MAY HAVE AN IMPACT ON THE VALUE AND FINANCIAL RETURN OF THE SECURITIES. ANY SUCH DISCRETION EXERCISED BY, OR ANY CALCULATION MADE BY, THE CALCULATION AGENT (IN THE ABSENCE OF MANIFEST OR PROVEN ERROR) SHALL BE BINDING 13

14 ON THE ISSUER AND ALL PURCHASERS OF THE SECURITIES. THE CERTIFICATES AN INVESTMENT IN THE CERTIFICATES WILL ENTAIL SIGNIFICANT RISKS NOT ASSOCIATED WITH A CONVENTIONAL DEBT OR EQUITY SECURITY. THESE CERTIFICATES ARE NON INTEREST BEARING DEBT SECURITIES AND THEIR REDEMPTION AMOUNT (WHETHER FINAL, EARLY OR OPTIONAL) WILL REFLECT THE PERFORMANCE AND THE LEVEL OF THE INDEX, WITH NO PRINCIPAL PROTECTION AT ANY TIME. THE CERTIFICATES MAY BE REDEEMED BELOW PAR AND THE REDEMPTION AMOUNT (WHETHER FINAL, EARLY OR OPTIONAL) MAY VARY CONSIDERABLY DUE TO MARKET CONDITIONS AND AS A RESULT OF THE ALLOCATION DECISIONS MADE BY THE INDEX ADVISOR. FINAL, EARLY OR OPTIONAL REDEMPTION AMOUNTS PROSPECTIVE INVESTORS SHOULD BE AWARE THAT UPON REDEMPTION OF THE CERTIFICATES AT MATURITY OR IN CASE OF EARLY REDEMPTION OF THE CERTIFICATES FOR TAXATION REASONS OR FOR ILLEGALITY OR DUE TO AN EVENT OF DEFAULT OR AN ISSUER'S OPTIONAL REDEMPTION FOLLOWING THE OCCURRENCE OF CERTAIN INDEX ADVISOR EVENTS OR INDEX CRITERIA BREACHES, THE REDEMPTION AMOUNT PAYABLE SHALL BE DETERMINED ON THE BASIS OF THE RELEVANT SECURITY VALUE OF EACH SECURITY IN THE INDEX AND, IN CERTAIN CIRCUMSTANCES (INCLUDING MARKET DISRUPTION EVENTS), THAT RELEVANT SECURITY VALUE WILL BE DETERMINED BY THE CALCULATION AGENT IN ITS SOLE AND ABSOLUTE DISCRETION ON THE BASIS OF ITS GOOD FAITH ESTIMATE OF THE FAIR MARKET VALUE OF THE RELEVANT SECURITY. ACCORDINGLY, THE CERTIFICATES MAY BE REDEEMED AT AN AMOUNT BELOW PAR (SUBJECT TO A MINIMUM OF ZERO). NATURE OF THE INDEX UNDERLYINGS THE SECURITIES COMPONENT AND THE CASH COMPONENT OF THE INDEX UNDERLYINGS REPRESENT A PURELY NOTIONAL SERIES OF INVESTMENTS IN CERTAIN ASSETS, THAT WILL APPEAR IN THE BOOKS AND RECORDS OF THE CALCULATION AGENT SOLELY FOR THE PURPOSE OF DETERMINING AMOUNTS DUE UNDER THE CERTIFICATES. SIMILARLY, THE CHANGES IN THE COMPOSITION OF THE INDEX FROM TIME TO TIME WILL BE REFLECTED BY BOOK-ENTRY AMENDMENTS TO THE RECORDS OF THE CALCULATION AGENT RELATING TO THE INDEX. NO ACTUAL INVESTMENTS BY THE ISSUER OR THE CALCULATION AGENT IN ANY ASSETS WILL EXIST FOR ANY PURPOSE RELEVANT TO THE CERTIFICATES. THE CASH COMPONENT OF THE INDEX UNDERLYINGS WILL BE SUBJECT TO CERTAIN DEDUCTIONS REFLECTING RUNNING FEES PAYABLE TO THE INDEX ADVISOR AND THE CALCULATION AGENT. A PORTION OF SUCH FEES WILL BE DEDUCTED ON EACH DATE OF DETERMINATION OF THE INDEX FROM THE CASH COMPONENT, THEREBY REDUCING ITS AMOUNT, AS WELL AS THE LEVEL OF THE INDEX. NO RIGHTS IN, OR IN RESPECT OF, ASSETS IN THE INDEX THE CERTIFICATES ARE DEBT OBLIGATIONS OF THE ISSUER, THE RETURN ON WHICH IS INDEXED TO THE LEVEL AND THE PERFORMANCE OF THE INDEX, WHICH ARE THEMSELVES PRIMARILY A FUNCTION OF THE VALUE AND THE PERFORMANCE OF THE SECURITIES. THE CERTIFICATES DO NOT CONFER ON INVESTORS ANY PROPRIETARY OR OTHER RIGHT IN RESPECT OF THE ASSETS ALLOCATED TO THE INDEX, INCLUDING ANY SECURITIES. IN CONNECTION WITH THE ISSUER'S OBLIGATIONS UNDER THE CERTIFICATES, 14

15 THE CALCULATION AGENT MAY (BUT IS NOT OBLIGED) TO ENTER INTO CERTAIN HEDGING ARRANGEMENTS FROM TIME TO TIME IN CONNECTION WITH THE INDEX AND THE ADJUSTMENTS TO BE MADE BY THE INDEX ADVISOR, INCLUDING BY PURCHASING ANY UNDERLYING SECURITIES. THE CERTIFICATES DO NOT CONFER ON INVESTORS ANY PROPRIETARY OR OTHER RIGHT IN RESPECT OF ANY ASSETS WHICH MIGHT BE HELD BY THE CALCULATION AGENT FROM TIME TO TIME PURSUANT TO ANY HEDGING ARRANGEMENTS OR IN RESPECT OF ANY EXERCISE BY THE CALCULATION AGENT OF ANY OF ITS RIGHTS AND DISCRETIONS IN CONNECTION WITH ANY SUCH ASSETS, INCLUDING RIGHTS AS SECURITYHOLDER. NO MINIMUM REQUIRED ALLOCATION TO THE SECURITIES COMPONENT THE ALLOCATION OF THE INDEX AT ANY TIME AS BETWEEN ITS SECURITIES COMPONENT AND ITS CASH COMPONENT IS AT THE DISCRETION OF THE INDEX ADVISOR. THE CERTIFICATES CONTAIN NO PROVISIONS REQUIRING A MINIMUM ALLOCATION AT ANY TIME TO THE SECURITIES COMPONENT. NO DIVERSIFICATION CRITERIA WITHIN THE SECURITIES COMPONENT THE COMPOSITION OF THE SECURITIES COMPONENT AT ANY TIME DURING WHICH THERE IS AN ALLOCATION TO IT IS ALSO AT THE DISCRETION OF THE INDEX ADVISOR. THE CERTIFICATES CONTAIN NO DIVERSIFICATION CRITERIA FOR THE SECURITIES COMPONENT REQUIRING ALLOCATION TO A MINIMUM NUMBER OF SECURITIES WITH NO INDIVIDUAL SECURITY EXCEEDING A MAXIMUM PERMITTED WEIGHTING. CONSEQUENTLY INVESTORS MUST BE AWARE THAT THE INDEX CAN BE DESINVESTED AND BE CASH ONLY FROM TIME TO TIME OR INVESTED IN ONE SINGLE ASSET WHICH CAN HAVE A NEGATIVE IMPACT ON THE ECONOMY OF THE CERTIFICATE. SECURITY PRICE MOVEMENTS AND LEVEL OF THE INDEX THE AMOUNT OF THE ISSUER'S PAYMENT OBLIGATIONS UNDER THE CERTIFICATES IS DEPENDENT UPON THE MOVEMENTS IN THE VALUE OF THE SECURITIES INCLUDED IN THE INDEX WHICH MAY BE HIGHLY VOLATILE. THE INFORMATION HEREIN DOES NOT CONSTITUTE AND SHOULD NOT BE CONSTRUED TO IMPLY AN AUTHORISATION OR SUPPORT OF ANY NATURE BY ANY ISSUER OF THE SECURITIES THAT MAY BE INCLUDED IN THE INDEX. NO PRINCIPAL PROTECTION THE CERTIFICATES DO NOT BENEFIT FROM PRINCIPAL PROTECTION. IN THE EVENT OF AN EARLY REDEMPTION FOR ANY REASON OR UPON REDEMPTION AT MATURITY, THE REDEMPTION AMOUNT DUE IN RESPECT OF THE CERTIFICATES MAY BE LESS (OR SIGNIFICANTLY LESS) THAN THEIR PRINCIPAL AMOUNT. ANY SHORTFALL WILL BE BORNE BY THE CERTIFICATEHOLDERS AND NO FURTHER AMOUNT SHALL BE PAYABLE BY THE ISSUER. TRANSACTION FEES ADJUSTMENTS TO THE INDEX (EITHER AS A RESULT OF THE MANAGEMENT ACTIVITIES OF THE INDEX ADVISOR OR FOLLOWING ADJUSTMENTS BY THE CALCULATION AGENT) WILL GENERATE TRANSACTION FEES, WHICH WILL ALSO REDUCE THE RETURN FOR CERTIFICATEHOLDERS. WITHHOLDING AND OTHER TAX IN RESPECT OF THE INDEX THE IMPOSITION OF ANY WITHHOLDING TAX OR DEDUCTION OR ANY FINANCIAL TRANSACTION TAX ON AMOUNTS NOTIONALLY RECEIVABLE IN RESPECT OF THE TRADES AND ASSETS IN THE INDEX WOULD ADVERSELY AFFECT THE 15

16 PERFORMANCE OF THE INDEX WHICH IN TURN WOULD REDUCE THE RETURN ON THE CERTIFICATES. CURRENCY RISK THE RETURN ON THE CERTIFICATES WILL BE AT RISK TO FLUCTUATIONS IN THE EXCHANGE RATE BETWEEN THE CURRENCY OF THE CERTIFICATES AND THE CURRENCY IN WHICH THE UNDERLYING ASSETS ARE DENOMINATED. NON-PUBLIC INFORMATION EACH OF THE RELEVANT PARTIES AND THEIR RESPECTIVE AFFILIATES MAY, WHETHER BY VIRTUE OF THE TYPES OF RELATIONSHIPS DESCRIBED HEREIN OR THE BASE PROSPECTUS OR OTHERWISE, AT THE DATE HEREOF OR AT ANY TIME THEREAFTER, BE IN POSSESSION OF INFORMATION IN RELATION TO THE INDEX AND UNDERLYING ASSETS THAT IS OR MAY BE MATERIAL IN THE CONTEXT OF THE CERTIFICATES AND THAT MAY OR MAY NOT BE PUBLICLY AVAILABLE. THE RELEVANT PARTIES AND THEIR RESPECTIVE AFFILIATES SHALL HAVE NO OBLIGATION TO DISCLOSE TO THE CERTIFICATEHOLDERS OR ANY PROSPECTIVE INVESTORS IN THE CERTIFICATES ANY SUCH RELATIONSHIP OR INFORMATION (WHETHER OR NOT CONFIDENTIAL). POTENTIAL CONFLICTS OF INTEREST EACH OF THE RELEVANT PARTIES AND THEIR RESPECTIVE AFFILIATES MAY ACCEPT DEPOSITS FROM, MAKE LOANS OR OTHERWISE EXTEND CREDIT TO, AND GENERALLY ENGAGE IN ANY KIND OF COMMERCIAL, INVESTMENT BANKING OR OTHER BUSINESS WITH THE ISSUERS OF THE UNDERLYING ASSETS OR ANY OF THEIR AFFILIATES (INCLUDING THE ACQUISITION, HOLDING OR DISPOSAL OF ASSETS) AS IF THE CERTIFICATES DID NOT EXIST, REGARDLESS OF WHETHER ANY SUCH ACTION MIGHT ULTIMATELY HAVE AN ADVERSE EFFECT ON THE LEVEL OF THE INDEX. TAX CONSEQUENCES PROSPECTIVE INVESTORS SHOULD INFORM THEMSELVES AS TO THE TAX CONSEQUENCES WITHIN THE COUNTRIES OF THEIR RESIDENCE AND DOMICILE OF THE ACQUISITION, HOLDING OR DISPOSAL OF CERTIFICATES. PAYMENTS UNDER THE INSTRUMENT MAY BE SUBJECT TO WITHHOLDING UNDER SECTION 871(M) OF THE US INTERNAL REVENUE CODE OF 1986 Natxs or ts agent (f applcable) may be requred to wthhold a percentage of any amount payable on the Instrument f such amount s treated as a "dvdend equvalent" (generally, certan amounts treated as attrbutable to dvdend payments n respect of an underlyng U.S. securty) pursuant to Secton 871(m) of the U.S. Internal Revenue Code of In such cases Natxs' oblgaton to pay shall be reduced by the amount of the wthholdng and nether Natxs nor ts agent (f applcable) wll be requred to pay addtonal amounts wth respect to the amount so wthheld. Prospectve nvestors, partcularly nvestors that are not Unted States taxpayers, should consult ther tax advsors regardng these regulatons and ther potental mpact on payments under the Instrument. Durng the term of the nvestment, bd and offer prces may possbly dffer to a greater or lesser extent (spread). Sutablty Test: Investng n such product or enterng nto the transacton descrbed here (where applcable) could lead to a sgnfcant rsk level. Ths term sheet does not ntend to dentfy all these rsks (whether drect or ndrect) nor any other factor you may consder relevant whch could be assocated to the product or transacton. Before nvestng n such product or enterng nto any transacton, potental nvestors or the 16

17 transacton s counterparty (where such exsts) shall make ther own revew ndependently and consult (where applcable) ther own external fnancal advsors n order to assess (1) the specfc rsks assocated to the product or transacton; (2) the legal, accountng fscal and regulatory mplcatons; (3) the sutablty and approprateness of the product or transacton to ther nvestment objectves, fnancal stuaton or any other constrant. Natxs generally consders that t does not provde any nvestment advce. In the event n whch t mght, Natxs must nform ts clent on the rsk/return/lqudty aspects of the product and collects nformaton on ts clent s nvestment objectves n accordance wth the regulatons n force. Havng regard to ths product, Natxs consders that t corresponds to the followng objectve: Long term (>5 years maxmum maturty) Short or Medum term ( 5 years maxmum maturty) Investment / Hedgng Speculaton / Arbtragng Low rsk nvestment (e.g. Nomnal value redempton by the Issuer at maturty or maxmum loss capped to pad premum) Hgh or medum rsk nvestment (e.g. No guaranteed redempton amount or loss potentally above pad premum) Hgh Lqudty Low or medum Lqudty Dsclamer: Ths document s provsonal smplfed prospectus for dscusson purposes only. It s not an offer, t shall not be construed as creatng any oblgaton on Natxs to tend, underwrte, sell or arrange any product or servce and t shall not be bndng n any way on Natxs. All materal, fgures, terms and condtons are subject to change, ncludng (wthout lmtaton) through the addton of new matters. It s hereby expressly acknowledged by the addressee(s) that ths document s not provded to such addressee(s) n relaton to: any nvestment advce (consel en nvestssements) gven by Natxs; any portfolo management nvestment servces for the account of thrd partes (geston de portefeulle pour compte de ters) provded by Natxs; any solctaton or drect sellng actvtes undertaken by Natxs (démarchage bancare et fnancer); or more generally, any bankng or nvestment servces. Ths document s ntended for general dstrbuton and does not consttute a personalsed or any other form of nvestment recommendaton. In addton, the products or servces descrbed heren do not take nto account any specfc nvestment objectve, fnancal stuaton or partcular need of any partcular recpent. The dstrbuton, possesson or delvery of ths document n, to or from certan jursdctons 17

18 may be restrcted or prohbted by law. Accordngly, the recpents of ths document are therefore requred to ensure and represent that they are aware of, and comply wth all such applcable restrctons or prohbtons. Nether Natxs, nor any of ts afflates, drectors, employees, agents or advsers nor any other person accepts any lablty to anyone n relaton to the dstrbuton, possesson or delvery of ths document n, to or from any jursdcton. The nformaton contaned n ths document does not take nto account specfc tax rules or accountng methods applcable to counterpartes, clents or potental clents of Natxs. Therefore, Natxs shall not be lable for dfferences, f any, between ts own valuatons and those valuatons provded by thrd partes; as such dfferences may arse as a result of the applcaton and mplementaton of alternatve accountng methods, tax rules or valuaton models. Past performance and smulatons of past performance are not relable ndcators of the future and do not predct future results. Natxs shall not be lable for any fnancal loss or any drect or ndrect loss suffered as a result of any decson taken on the bass of the nformaton contaned n ths document. Natxs does not hold tself out as provdng any advce, partcularly n relaton to nvestment servces. In any event, you should obtan all nternal and/or external advce that you consder necessary or desrable to obtan, ncludng from fnancal, legal, regulatory, tax or accountng advsors or any other specalst advsors, n order to verfy n partcular that the nvestment(s) descrbed n ths document meets your nvestment and commercal objectves and constrants, and to obtan an ndependent valuaton of such nvestment(s) and ts rsks and rewards. Natxs s authorsed n France by the Autorté de contrôle prudentel et de résoluton (ACPR) as a Bank Investment Servces Provder and subject to ts supervson. Natxs s regulated by the Autorté des Marchés Fnancers (AMF) n respect of ts nvestment servces actvtes. Natxs s authorsed by the ACPR n France and subject to lmted regulaton by the Fnancal Conduct Authorty n the Unted Kngdom. Detals on the extent of our regulaton by the Fnancal Conduct Authorty are avalable from us on request. Natxs s authorsed by the ACPR and regulated by the BaFn (Bundesanstalt für Fnanzdenstlestungsaufscht) for the conduct of ts busness n Germany. Natxs s authorsed by the ACPR and regulated by Bank of Span and the CNMV for the conduct of ts busness n Span. Natxs s authorsed by the ACPR and regulated by Bank of Italy and the CONSOB (Commssone Nazonale per le Socetà e la Borsa) for the conduct of ts busness n Italy. Ths document s not ntended for dstrbuton n the Unted States, or to any US person, or n Canada, Australa, the Republc of Ireland, the Republc of South Afrca, Japan, or n any other jursdcton n whch the dstrbuton of ths document would be prohbted or restrcted by applcable law. 18

19 ANNEX - INDEX RULES DESCRIPTION AND CALCULATION METHOD OF Natxs - AtonRâ Fntech - USD Index AtonRâ Fntech Index USD Index (the Index ) wll be nvested n Internet and moble fnancal platforms, payment networks and processors and hardware and software vendors (cybersecurty, bometrcs, chps ). It can also nclude more tradtonal companes whose busness model shfts thanks to Fntech nnovatons. Through a wde range of applcatons (moble payments, robo-advsers, P2P lendng, money remttances, blockchan ), technology and dgtalsaton are lkely to reshape the fnancal ndustry and help banks and nsurers enhance customer experence and ncrease operatng effcences. The Index s a basket of assets comprsng: (a) Dversfed geographc shares whch nclude unts of exchange traded funds (each an ETF ) and depostary recepts (each a DR ), that are lqud and negotable (the Shares ), rghts attached to a Share (the Rghts ), the Shares and the Rghts separately a Securty Component and together the Securtes Components, and (b) cash n US Dollar sad USD (the Cash ), each beng separately an Index Component and together the "Index Components". The Index has been created and developed by the nternal teams of Natxs (the Index Sponsor ). The dynamc strategy s based upon a synthetc notonal nvestment allocaton and reallocaton n the Index Components followng a specfc and montored process of elgblty defned wth ATONRÂ PARTNERS S.A. (the Index Advsor ) n accordance wth the Index Advsor Agreement executed between the Index Advsor and the Index Sponsor. Snce 18 th May 2017 (the "Incepton Date") Natxs has been actng, n respect of the Index, both as calculaton agent (the Index Calculaton Agent ) and publcaton agent (the Index Publcaton Agent ). Ths descrpton contans 6 sectons: Secton 1: Secton 2: Secton 3: Secton 4: Secton 5: Secton 6: General Descrpton of the Index Calculaton Method of the Index and Dynamc Allocaton Strategy Index Adjustment Events Rsk Factors Change n Index Calculaton Agent, Index Publcaton Agent or Index Calculaton Method Defntons 19