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1 THIRD SUPPLEMENT DATED 26 MARCH 2015 TO THE BASE PROSPECTUS DATED 16 SEPTEMBER 2014 NATIXIS (a public limited liability company (société anonyme) incorporated in France) as Issuer and Guarantor and NATIXIS STRUCTURED ISSUANCE SA (a public limited liability company (société anonyme) incorporated in the Grand Duchy of Luxembourg) as Issuer Euro 10,000,000,000 Debt Issuance Programme This third supplement (this Supplement or the Third Supplement ) is supplemental to, and should be read in conjunction with the Base Prospectus dated 16 September 2014 as supplemented by a first supplement dated 21 October 2014 and the second supplement dated 24 February 2015 (together, the Base Prospectus ), prepared in relation to the Euro 10,000,000,000 Debt Issuance Programme of Natixis and Natixis Structured Issuance SA (each an Issuer and together with Natixis, the Issuers ), as approved on 16 September 2014, on 21 October 2014 and on 24 February 2015 respectively by the Commission de Surveillance du Secteur Financier (the CSSF ) for the purposes of Article 5.4 of Directive 2003/71/EC, as amended by Directive 2010/73/EC (the Prospectus Directive ) and Article 13 of Chapter 1 of Part II of the Luxembourg Law on Prospectuses for Securities dated 10 July 2005 (the Luxembourg Law ). This Supplement constitutes a Supplement to the Base Prospectus for the purposes of Article 16 of the Prospectus Directive and Article 13 of chapter 1 of Part II of the Luxembourg Law for the purposes of updating certain information contained in the Base Prospectus as described below. The Issuers accept responsibility for the information contained or incorporated by reference in this Supplement. The Issuers confirm that, having taken all reasonable care to ensure that such is the case, the information contained or incorporated by reference in this Supplement is, to the best of their knowledge, in accordance with the facts and does not omit anything likely to affect the import of such information. This Supplement is not intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by the Issuers that any recipient of this Supplement or any other financial statements should purchase the Notes. Unless the context otherwise requires, terms defined in the Base Prospectus shall have the same meaning when used in this Supplement. Save as disclosed in this Supplement, there has been no other significant new factor, material mistake or inaccuracy relating to information included in the Base Prospectus since the publication of the Base Prospectus. To the extent that there is any inconsistency between (a) any statement in this Supplement or any statement incorporated by reference into the Base Prospectus by this Supplement and (b) any other statement in or incorporated by reference in the Base Prospectus, the statements in (a) above will prevail. In accordance with Article 13 paragraph 2 of the Luxembourg Law, investors who have already agreed to purchase or subscribe for any Notes before this Supplement is published, have the right, exercisable within a time limit of two working days after the publication of this Supplement (no later than 30 March 2015), to withdraw their acceptances. This Supplement will be published on the Luxembourg Stock Exchange's website

2 SUMMARY From the date of this Supplement, the section entitled SUMMARY appearing on pages 6 through to 31 of the Base Prospectus is modified as follows: The fourth paragraph in the information contained in the Base Prospectus on page 7 of the section A.2 under the heading Consent to use the Base Prospectus is hereby deleted and replaced in its entirety by the following: Conditions to consent: The conditions to the Issuer s consent [(in addition to the conditions referred to above)] are that such consent (a) is only valid during the Offer Period; (b) only extends to the use of this Base Prospectus to make Public Offers of the relevant Tranche of Notes in [Luxembourg/Italy/Finland/Sweden/United Kingdom/Denmark/Ireland/France/Belgium/Germany/The Netherlands/Spain/Norway/Czech Republic] and (c) [specify any other conditions applicable to the Public of the particular Tranche]. The information contained in the Base Prospectus on page 10 in the penultimate paragraph of the section B.19/B.12 under the heading Description of significant changes in the financial or trading position subsequent to the period covered by the historical financial information is hereby deleted and replaced in its entirety by the following: The share capital of NATIXIS was increased on 2 March As from 2 March 2015, the share capital is 4,991,395, divided into 3,119,622,141 fully paid up shares of 1.60 each. The second paragraph on page 11 of the Base Prospectus appearing in section [B.19/]B.12 under the heading Statements of no significant or material adverse change is hereby deleted and replaced in its entirety by the following: Except the announcement dated 19 February 2015 of the entry into exclusive negotiation with respect to the acquisition by Natixis Global Asset Management of 71.2% in of DNCA s share capital, there has been no significant change in the financial or trading position of NATIXIS since 31 December There has been no material adverse change in the prospects of NATIXIS since 31 December The second paragraph in the information contained in the Base Prospectus on page 30 of section E.3 under the heading Terms and conditions of the offer is hereby deleted and replaced in its entirety by the following: [This issue of Notes is being offered in a Public Offer in [[Luxembourg][Italy][Finland][Sweden][United Kingdom][Denmark][Ireland][France][Belgium][Germany][The Netherlands][Spain][Norway][Czech Republic]]

3 RISK FACTORS From the date of this Supplement, the section entitled RISK FACTORS appearing on pages 32 through to 53 of the Base Prospectus is modified as follows: The paragraph contained in the Base Prospectus on page 38 under the heading Risk Factors relating to NATIXIS is hereby deleted and replaced in its entirety by the following: Risk Factors relating to NATIXIS See pages 99 to 176 of the 2014 NATIXIS Registration incorporated by reference herein for risks related to NATIXIS, including (but not limited to) risks related to the macroeconomic environment and the financial crisis, risks related to the links with BPCE and the Banque Populaire and Caisse d Epargne networks, and risks relating to NATIXIS operations and the banking sector

4 CONDITIONS RELATING TO THE CONSENT OF THE ISSUERS TO THE USE OF THE BASE PROSPECTUS The first paragraph in the information contained in the Base Prospectus on page 64 is hereby deleted and replaced in its entirety by the following: In the context of any offer of Notes in Luxembourg, Italy, Finland, Sweden, the United Kingdom, Denmark, Ireland, France, Belgium, Germany, the Netherlands, Spain, Norway and the Czech Republic (the Public Offer Jurisdictions) that is not within an exemption from the requirement to publish a prospectus under the Prospectus Directive, as amended, (a Public Offer), the relevant Issuer consents to the use of the Base Prospectus and the relevant Final Terms (the Prospectus) in connection with a Public Offer of any Notes during the offer period specified in the relevant Final Terms (the Offer Period) and in the Public Offer Jurisdiction(s) specified in the relevant Final Terms by: - 4 -

5 DOCUMENTS INCORPORATED BY REFERENCE From the date of this supplement, the section entitled DOCUMENTS INCORPORATED BY REFERENCE appearing on pages 58 through 63 of the Base Prospectus is deleted in its entirety and replaced as follows: For the purposes of Notes admitted to trading on the Luxembourg Regulated Market this Base Prospectus should be read and construed in conjunction with the following documents which have been previously published or are published simultaneously with the Base Prospectus and which have been filed with the CSSF and shall be deemed to be incorporated by reference in, and form part of, this Base Prospectus: articles of incorporation of NATIXIS; articles of incorporation of Natixis Structured Issuance SA; the interim financial statements of Natixis Structured Issuance SA covering the period from its incorporation until 30 June 2014, which have been subject to a limited review by the statutory auditor of Natixis Structured Issuance SA (the NSI 2014 Interim Accounts); the English language version of the 2014 NATIXIS Registration (the 2014 NATIXIS Registration ) excluding the statement of Laurent Mignon at page 454, the 2013 NATIXIS Registration (the 2013 NATIXIS Registration ) excluding the statement of Laurent Mignon at page 438 and the 2012 NATIXIS Registration (the NATIXIS 2012 Registration ) excluding the statement of Laurent Mignon at page 420; the English language version of the update to the 2013 Registration and half-year financial report of Natixis for the period ended 30 June 2014 (the 2013 NATIXIS Registration Update), excluding the statement of Laurent Mignon at page 189; the Terms and Conditions of the Notes, the Additional Terms and Conditions of the Notes and the Annex Relating to Custom Indices at pages 72 to 404, 410 to 542 and 543 to 568 (respectively) of the Base Prospectus dated 21 February 2014; the press release published on 6 May 2014 relating to the unaudited financial information of NATIXIS for the first quarter ended 31 March 2014 (the NATIXIS Q1 Press Release); NATIXIS press release published on 31 July 2014 relating to the unaudited financial information of NATIXIS for the second financial quarter and the first semester ended 30 June 2014 (the NATIXIS 2014 July Press Release); and NATIXIS press release published on 19 February 2015 relating to the unaudited financial information of NATIXIS for the fourth quarter ended 31 December 2014 and the unaudited figures for the year ended 31 December 2014 (the NATIXIS 2015 February Press Release). In light of (i) the Guarantor s unconditional and irrevocable guarantee of all Notes issued by Natixis Structured Issuance SA under the Programme and (ii) the fact that, in connection with each issuance of Notes by Natixis Structured Issuance SA, Natixis Structured Issuance SA will grant a loan in the same amount to the Guarantor and receive in return from the Guarantor the pay-out due under the Notes (in other words, all cash flows that Natixis Structured Issuance SA receives to make payments under the Notes come from the Guarantor), the Issuers take the view that an investor purchasing Notes issued by Natixis Structured Issuance SA is only relying upon the creditworthiness of the Guarantor. In light thereof, the Issuers take the view that the financial statements of Natixis Structured Issuance SA from the date of its incorporation to a date that is close to the date of this Base Prospectus (whether such information is subject to an audit, an auditor s limited review or unaudited) are not pertinent to the assessment of the investment risk in the Notes, so that they could, in accordance with Commission Regulation (EC) No. 809/2004 of 29th April 2004, as amended, be omitted from the Base Prospectus. Natixis Structured Issuance SA has, however, incorporated by reference into this Base Prospectus its half-year financial statements covering the period from its incorporation (on 29 November 2013) - 5 -

6 until 30 June 2014, which have been subject to a limited review by the statutory auditor of Natixis Structured Issuance SA. Any statement contained in a document which is deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purpose of this Base Prospectus to the extent that a statement contained herein modifies or supersedes such earlier statement (whether expressly, by implication or otherwise). Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Base Prospectus. Copies of documents deemed to be incorporated by reference in this Base Prospectus may be obtained free of charge, during usual business hours on any weekday (Saturdays and public holidays excepted) from the date hereof at the registered office of the relevant Issuer and the specified office of the Fiscal Agent, the Registrar and the Paying Agents. Such documents shall also be available to view on the website of the Luxembourg Stock Exchange ( Annex XI ref: CATEGORY OF INFORMATION 2. STATUTORY AUDITORS 2.1 Names and addresses of NATIXIS auditors for the period covered by the historical financial information (together with their membership in a professional body). KPMG Audit (division of KPMG SA, 1 cours Valmy, Paris-La-Défense, Cedex), Deloitte & Associés (185 avenue Charles de Gaulle, Neuilly-sur-Seine, Cedex) and Mazars (61 rue Henri Régnault, Paris-La-Défense, Cedex), statutory auditors of NATIXIS, have audited and rendered an unqualified audit report on the accounts of NATIXIS for the years ending 31 December 2013 and 31 December KPMG Audit, Deloitte & Associés and Mazars are members of the Compagnie Nationale des Commissaires aux Comptes (CNCC) and carry out their duties in accordance with the principles of Compagnie Nationale des Commissaires aux Comptes (CNCC). Pages 335 to 336 of the 2013 NATIXIS Registration. Pages 307 to 308 of the 2014 NATIXIS Registration. Names and addresses of the Natixis Structured Issuance SA s statutory auditor (réviseur d entreprises agréés) for the period covered by the historical financial information (together with their membership in a professional body). Mazars Luxembourg, 10A, Rue Henri M. Schnadt, L-2530 Luxembourg. 2.2 If auditors have resigned, been removed or not been re-appointed during the period covered by the historical financial information, details if material. Not applicable. 3. RISK FACTORS Prominent disclosure of risk factors that may affect NATIXIS ability to fulfil its obligations under the securities to investors. Pages 99 to 176 of the 2014 NATIXIS Registration. 4. INFORMATION ABOUT NATIXIS 4.1 History and development of NATIXIS The legal and commercial name of NATIXIS: - 6 -

7 Page 408 of the 2014 NATIXIS Registration The place of registration of NATIXIS and its registration number: Page 408 of the 2014 NATIXIS Registration The date of incorporation and the length of life of NATIXIS: Page 408 of the 2014 NATIXIS Registration The domicile and legal form of NATIXIS, the legislation under which NATIXIS operates, its country of incorporation, and the address and telephone number of its registered office (or principal place of business if different from its registered office): Page 408 and 476 of the 2014 NATIXIS Registration Any recent events particular to NATIXIS which are to a material extent relevant to the evaluation of the NATIXIS solvency: Not Applicable 5. BUSINESS OVERVIEW 5.1. Principal activities: Brief description of NATIXIS principal activities stating the main categories of products sold and/or services performed: Pages 10 to 25 of the 2014 NATIXIS Registration Indication of any significant new products and/or activities: Pages 10 to 25 and 302 of the 2014 NATIXIS Registration Brief description of the principal markets in which NATIXIS competes: Pages 7 and 283 to 287 of the 2014 NATIXIS Registration The basis for any statements in the registration document made by NATIXIS regarding its competitive position: Pages 10 to 25 of the 2014 NATIXIS Registration 6. ORGANISATIONAL STRUCTURE 6.1. Brief description of the Group and of NATIXIS position within it: Pages 4, 5, 7, 8, 417 and 418 of the 2014 NATIXIS Registration 6.2 If NATIXIS is dependent upon other entities within the group, this must be clearly stated together with an explanation of this dependence: Pages 417 to 419 of the 2014 NATIXIS Registration 9. ADMINISTRATIVE, MANAGEMENT, AND SUPERVISORY BODIES 9.1. Names, business addresses and functions in NATIXIS of the following persons, and an indication of the principal activities performed by them outside NATIXIS where these are significant with respect to NATIXIS: Members of the administrative, management or supervisory bodies: Pages 32 to 56 of the 2014 NATIXIS Registration - 7 -

8 9.2. Potential conflicts of interest between any duties to NATIXIS of the persons referred to in item 9.1 and their private interests and/or other duties: Page 72 of the 2014 NATIXIS Registration 10. MAJOR SHAREHOLDERS 10.1 To the extent known to NATIXIS, state whether NATIXIS is directly or indirectly owned or controlled and by whom, and describe the nature of such control, and describe the measures in place to ensure that such control is not abused: Pages 417 to 419 of the 2014 NATIXIS Registration 10.2 A description of any arrangements, known to NATIXIS, the operation of which may at a subsequent date result in a change of control of the issuer: Page 419 of the 2014 NATIXIS Registration 11.6 Legal and arbitration proceedings Information on any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which NATIXIS is aware), during a period covering at least the previous 12 months which may have, or have had in the recent past, significant effects on NATIXIS and/or the group s financial position or profitability, or provide an appropriate negative statement. Pages 167 to 168 of the 2014 NATIXIS Registration 12. MATERIAL CONTRACTS A brief summary of all material contracts that are not entered into in the ordinary course of NATIXIS business, which could result in any group member being under an obligation or entitlement that is material to NATIXIS ability to meet its obligation to security holders in respect of the securities being issued. Page 23 of the 2014 NATIXIS Registration With regards to the following historical financial information relating to the years 2013 and 2014 regarding NATIXIS which have been audited in accordance with IFRS and to the following interim financial information for the period ended 30 June 2014, reference is made to the following pages of the documents incorporated by reference: Information incorporated by reference NATIXIS audited annual consolidated financial statements for the financial year ended 31 December 2014 Consolidated Balance Sheet Consolidated Income Statement Net Cash Flow Statement Notes Free English language translation (prepared by Pages of document incorporated by reference pages 194 to 195 of the NATIXIS 2014 Registration page 196 of the NATIXIS 2014 Registration pages 200 to 201 of the NATIXIS 2014 Registration pages 202 to 320 of the NATIXIS 2014 Registration pages 321 to 322 of the NATIXIS 2014 Registration - 8 -

9 Information incorporated by reference NATIXIS) of the Statutory auditor s Audit Report Statement of Net Income/(Loss), gains and losses recorded directly in equity Statement of changes in shareholders equity Pages of document incorporated by reference page 197 of the NATIXIS 2014 Registration pages 198 to 199 of the NATIXIS 2014 Registration Natixis unaudited consolidated financial statements for the period ended 31 December 2014 (1) Consolidated results Results for the fourth quarter ended 31 December 2014 of Natixis Pages 1 to 20 of the NATIXIS 2015 February Press Release Pages 3 to 7 of the NATIXIS 2015 February Press Release Natixis unaudited interim consolidated financial statements for the period ended 30 June 2014 Consolidated Balance Sheet Consolidated Income Statement Statement of Net Income/(Loss), gains and losses recorded directly in Equity Statement of changes in shareholders equity Net Cash Flow Statement Notes Free English Translation (prepared by Natixis) of the Statutory Auditors report on the condensed financial information Risk Factors relating to NATIXIS Page 117 of the 2013 NATIXIS Registration Update Page 118 of the 2013 NATIXIS Registration Update Page 119 of the 2013 NATIXIS Registration Update Page 120 of the 2013 NATIXIS Registration Update Pages 121 to 122 of the 2013 NATIXIS Registration Update Pages 123 to 184 of the 2013 NATIXIS Registration Update Pages 185 to 186 of the 2013 NATIXIS Registration Update pages 133 to 187 of the 2013 NATIXIS Registration Natixis audited annual consolidated financial statements for the financial year ended 31 December 2013 Consolidated Balance Sheet Consolidated Income Statement pages 206 to 207 of the 2013 NATIXIS Registration page 208 of the 2013 NATIXIS Registration - 9 -

10 Information incorporated by reference Pages of document incorporated by reference Statement of Net Income/(Loss), gains and losses recorded directly in Equity Statement of changes in shareholders equity Net Cash Flow Statement Notes Free English language translation (prepared by Natixis) of the Statutory Auditors report on the condensed financial information page 209 of the 2013 NATIXIS Registration pages 210 to 211 of the 2013 NATIXIS Registration Pages 212 to 213 of the 2013 NATIXIS Registration Pages 214 to 350 of the 2013 NATIXIS Registration Pages 351 to 352 of the 2013 NATIXIS Registration NATIXIS audited annual consolidated financial statements for the financial year ended 31 December 2012 Consolidated Balance Sheet Consolidated Income Statement Statement of Net Income/(Loss), gains and losses recorded directly in equity Statement of changes in shareholders equity Net Cash Flow Statement Notes Free English language translation (prepared by NATIXIS) of the Statutory auditor s Audit Report pages 218 to 219 of the 2012 NATIXIS Registration page 220 of the 2012 NATIXIS Registration page 221 of the 2012 NATIXIS Registration pages 222 to 223 of the 2012 NATIXIS Registration pages 224 to 225 of the 2012 NATIXIS Registration pages 226 to 344 of the 2012 NATIXIS Registration pages 345 to 346 of the 2012 NATIXIS Registration (1) The Board of Directors examined the unaudited financial information of Natixis for the fourth quarter ended 31 December 2014 and the unaudited figures for the year ended 31 December 2014 of Natixis, on 18 February The auditing of the consolidated financial statements for the year ended 31 December 2014 has been largely completed. The auditors reports certifying the consolidated financial statements will be issued after verification of the management report and the implementation of procedures required to finalize the registration document. NATIXIS is responsible for the free English language translation of the Statutory auditor s Audit Reports relating to the NATIXIS audited annual consolidated financial statements for the financial years ended 31 December 2012, 31 December 2013 and 31 December 2014 and of the Statutory Auditors Report relating to Natixis unaudited consolidated results as at 30 June

11 Information incorporated by reference Page of document incorporated by reference NATIXIS Structured Issuance interim accounts for the period from 29 November 2013 until 30 June 2014 Review Report of the Interim Accounts Balance Sheet Profit and loss account Notes Page 2 of the NSI 2014 Interim Accounts Page 3 of the NSI 2014 Interim Accounts Page 4 of the NSI 2014 Interim Accounts Pages 5 to 14 of the NSI 2014 Interim Accounts The information incorporated by reference that is not included in the cross-reference lists above, is considered as additional information and is not required by the relevant schedules of the Commission Regulation (EC) No. 809/2004 of 29 April 2004, as amended from time to time. Possible disclaimers in the documents incorporated by reference shall be no restriction of the responsibility statement within the meaning of the Prospectus Act Information that is marked as pro forma in the documents incorporated by reference is not a pro forma financial information within the meaning of No of Annex I in conjunction with Annex II of the Commission Regulation (EC) No. 809/2004 of 29th April 2004, as amended from time to time. Any non-incorporated parts of a document referred to herein are either deemed not relevant for an investor or are otherwise covered elsewhere in this Base Prospectus. Supplement to the Base Prospectus Each Issuer has given an undertaking to the Dealers that if at any time during the duration of the Programme there is any significant new factor, material mistake or inaccuracy relating to information contained in this Base Prospectus the inclusion or correction of which would reasonably be required by investors, and would reasonably be expected by them to be found in this Base Prospectus, for the purpose of making an informed assessment of its assets and liabilities, financial position, profits and losses and prospects and the rights attaching to the Notes (including for this purpose a change in the Terms and Conditions set out under Terms and Conditions of the Notes ), it shall prepare a supplement to this Base Prospectus or publish a replacement Base Prospectus for use in connection with any subsequent offering of Notes and shall supply to each of the Dealers such number of copies of such supplement hereto as such Dealers may reasonably request. Any supplement to the Base Prospectus will be approved by the CSSF. Issue of Notes Notes will be issued in series (each a Series) having one or more issue dates and (except in respect of the first payment of interest) on terms otherwise identical, the Notes of each Series being intended to be interchangeable with all other Notes of that Series. Each Series may be issued in tranches (each a Tranche) on the same or different issue dates. The specific terms of each Tranche save in respect of the issue date, issue price, first payment of interest and principal amount of the Tranche, will be identical to the terms of other Tranches of the same Series) will be set out in the relevant final terms (the Final Terms). The Final Terms relating to any Tranche of Notes will specify whether or not such Notes benefit from the NATIXIS Guarantee or will not be guaranteed

12 TAXATION The paragraph headed Czech Republic in the section entitled TAXATION included on page 644 of the Base Prospectus is deleted in its entirety and replaced with the following: Czech Republic As at the date of this Base Prospectus, there is no Czech withholding tax applicable on payments made by the relevant Issuer with respect to the Notes. If the interest received by a Czech tax resident individual has been subject to a withholding tax withheld by a paying agent under the Savings Directive, such withholding does not liberate the Czech tax resident individual from declaring his or her interest income in the Czech personal income tax return. Any tax so withheld will be credited against the Czech personal income tax as declared by the given individual. If the tax withheld exceeds the Czech personal income tax due, the excessive amount will be reimbursed. In general, Czech tax residents (or Czech permanent establishments of Czech tax non-residents) acquiring investments instruments, such as the Notes, are required, under their own responsibility, to withhold and to remit Czech tax authorities a 1 per cent. securing tax from the purchase price when purchasing the investment instruments from a seller who is resident for tax purposes outside the European Union or the European Economic Area. Such obligation can be eliminated under a tax treaty concluded between the Czech Republic and the coutry in which the seller is a tax resident. Furthermore, it can be waived in advance based on a decision of Czech tax authorities

13 SUBSCRIPTION AND SALE The following paragraph headed Czech Republic is inserted as a penultimate paragraph in page 659 (before Hong Kong ) in the section entitled SUBSCRIPTION AND SALE included on page 656 through 665 of the Base Prospectus: Czech Republic The Base Prospectus has not been and will not be approved by the Czech National Bank. No action has been taken (including the obtaining of the prospectus approval from the Czech National Bank and the admission to trading on a regulated market (as defined in section 55 of the Act of the Czech Republic No. 256/2004 Coll., on Conducting Business in the Capital Market, as amended (the Capital Market Act)) for the purposes of the Notes to qualify as securities admitted to trading on the regulated market within the meaning of the Capital Market Act. Each Dealer has agreed that it has not offered or sold, and will not offer or sell, any Notes in the Czech Republic through a public offering (being any communication to a broader circle of persons containing information on the securities being offered and the terms under which they may acquire the securities and which are sufficient for the investor to make a decision to subscribe for, or purchase, such securities), except if in strict compliance with all applicable provisions of the Capital Market Act. Each Dealer will be required to represent and agree with the Issuer and each other Dealer that it has complied with and will comply with all the requirements of the Capital Market Act and has not taken, and will not take, any action which would result in the Notes being deemed to have been issued pursuant to Czech law or in the Czech Republic, the issue of the Notes being classed as "accepting of deposits from the public" by the Issuer in the Czech Republic under Sections 2(1) and 2(2) of the Act of the Czech Republic No. 21/1992 Coll., on Banks, as amended (the Banking Act) or requiring a permit, registration, filing or notification to the Czech National Bank or other authorities in the Czech Republic in respect of the Notes in accordance with the Capital Market Act, the Banking Act or the practice of the Czech National Bank, except for due and timely completion of the notification procedure in respect of this Base Prospectus for the purposes of any public offering of the Notes in the Czech Republic in accordance with all applicable provisions of the Capital Market Act. Each Dealer will be required to represent and agree with the Issuer and each other Dealer that it has complied with and will comply with all the laws of the Czech Republic applicable to the conduct of business in the Czech Republic (including the laws applicable to the provision of investment services (within the meaning of the Capital Market Act) in the Czech Republic) in respect of the Notes. Each Dealer has not taken and will not take any action which would result in the issue of the Notes being considered an intention to manage assets by acquiring funds from the public in the Czech Republic for the purposes of collective investment pursuant to defined investment policy in favour of the investors under the Act of the Czech Republic No. 240/2013 Coll., on Management Companies and Investment Funds, (the MCIFA), which implements the Directive 2011/61/EU. Any issue, offer or sale of the Notes has been or will be carried out in strict compliance with the MCIFA

14 FORM OF FINAL TERMS From the date of this Supplement, the first paragraph of Item 58 contained in the Base Prospectus on pages 719 to 721 in PART A CONTRACTUAL TERMS of the Form of Final Terms is hereby deleted and replaced in its entirety by the following: 58 Public Offer [Not Applicable] [An offer of the Notes may be made by the Managers [, [insert names of financial intermediaries receiving consent (specific consent)] (the Initial Authorised Offerors)] [and any additional financial intermediaries who have or obtain the Issuer s consent to use the Base Prospectus in connection with the Public Offer and who are identified on the Issuer s website at as an Authorised Offeror] (together [with any financial intermediaries granted General Consent], being persons to whom the issuer has given consent, the Authorised Offerors) other than pursuant to Article 3(2) of the Prospectus Directive in [Luxembourg/ Italy / Finland / Sweden / United Kingdom / Denmark / Ireland / France / Belgium / Germany / The Netherlands / Spain / Norway/ Czech Republic] (the Public Offer Jurisdictions) during the period from [specify date] 1 until [specify date or a formulation such as the Issue Date or the date which falls [] Business Days thereafter ] (the Offer Period). See further Paragraph 53 above.] Section 3 NOTIFICATION contained in the Base Prospectus on page 723 in PART B OTHER INFORMATION of the Form of Final Terms is hereby deleted and replaced in its entirety by the following: 3 NOTIFICATION The Commission de Surveillance du Secteur Financier in Luxembourg [has been requested to provide/has provided include first alternative for an issue which is contemporaneous with the establishment or update of the Programme and the second alternative for subsequent issues] the competent authorities in Finland, Ireland, Italy, Sweden, France, Germany, Belgium, Denmark, The Netherlands, the United Kingdom, Spain, Norway and Czech Republic with a certificate of approval attesting that the Base Prospectus has been drawn up in accordance with the Prospectus Directive. 1 The start date for Public offers will typically be no earlier than the publication date of the Final Terms. The start date in certain jurisdictions may need to be delayed until after compliance with any local requirements (e.g. publication of newspaper notices) and accordingly may not necessarily be an actual date. For example, it could instead of a specific date be expressed as the business day following publication of the [relevant notice] or similar. The end date will be as agreed between the Issuer and the Managers

15 GENERAL INFORMATION From the date of this Supplement, item (3)(b) appearing on page 790 of the Base Prospectus is deleted and replaced as follows: (b) Save as set out in the section entitled Recent Developments, there has been no significant change in the financial or trading position of NATIXIS and/or it and its subsidiaries taken as a whole (the Group) since 31 December 2014 and there has been no material adverse change in the prospects of the Group since 31 December From the date of this Supplement, item (4)(b) appearing on page 790 of the Base Prospectus is deleted and replaced as follows: (b) Except as set out on pages 167 to 168 of the 2014 NATIXIS Registration, there are no governmental, legal or arbitration proceedings pending or, to NATIXIS s knowledge, threatened against NATIXIS during the 12 months prior to the date hereof which may have or have had in such period a significant effect on the financial position or profitability of NATIXIS and/or the Group. From the date of this Supplement, item (9)(b) appearing on page 791 of the Base Prospectus is deleted and replaced as follows: (b) the consolidated financial statements of NATIXIS in respect of the financial years ended 2012, 2013 and 2014 (with an English translation thereof), in each case together with the audit reports prepared in connection therewith. Natixis Structured Issuance SA currently prepares audited unconsolidated accounts on an annual basis and NATIXIS currently prepares audited consolidated accounts on an annual basis;

16 SECOND SUPPLEMENT DATED 24 FEBRUARY 2015 TO THE BASE PROSPECTUS DATED 16 SEPTEMBER 2014 NATIXIS (a public limited liability company (société anonyme) incorporated in France) as Issuer and Guarantor and NATIXIS STRUCTURED ISSUANCE SA (a public limited liability company (société anonyme) incorporated in the Grand Duchy of Luxembourg) as Issuer Euro 10,000,000,000 Debt Issuance Programme This supplement (this Supplement or the Second Supplement ) is supplemental to, and should be read in conjunction with the Base Prospectus dated 16 September 2014 as supplemented by a first supplement dated 21 October 2014 (the Base Prospectus ), prepared in relation to the Euro 10,000,000,000 Debt Issuance Programme of Natixis and Natixis Structured Issuance SA (each an Issuer and together with Natixis, the Issuers ), as approved on 16 September 2014 and on 21 October 2014 respectively by the Commission de Surveillance du Secteur Financier (the CSSF ) for the purposes of Article 5.4 of Directive 2003/71/EC, as amended by Directive 2010/73/EC (the Prospectus Directive ) and Article 13 of Chapter 1 of Part II of the Luxembourg Law on Prospectuses for Securities dated 10 July 2005 (the Luxembourg Law ). This Supplement constitutes a Supplement to the Base Prospectus for the purposes of Article 16 of the Prospectus Directive and Article 13 of chapter 1 of Part II of the Luxembourg Law for the purposes of updating certain information contained in the Base Prospectus as described below. The Issuers accept responsibility for the information contained or incorporated by reference in this Supplement. The Issuers confirm that, having taken all reasonable care to ensure that such is the case, the information contained or incorporated by reference in this Supplement is, to the best of their knowledge, in accordance with the facts and does not omit anything likely to affect the import of such information. This Supplement is not intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by the Issuers that any recipient of this Supplement or any other financial statements should purchase the Notes. Unless the context otherwise requires, terms defined in the Base Prospectus shall have the same meaning when used in this Supplement. Save as disclosed in this Supplement, there has been no other significant new factor, material mistake or inaccuracy relating to information included in the Base Prospectus since the publication of the Base Prospectus. To the extent that there is any inconsistency between (a) any statement in this Supplement or any statement incorporated by reference into the Base Prospectus by this Supplement and (b) any other statement in or incorporated by reference in the Base Prospectus, the statements in (a) above will prevail. In accordance with Article 13 paragraph 2 of the Luxembourg Law, investors who have already agreed to purchase or subscribe for any Notes before this Supplement is published, have the right, exercisable within a time limit of two working days after the publication of this Supplement (no later than 27 February 2015), to withdraw their acceptances. This Supplement will be published on the Luxembourg Stock Exchange's website

17 DOWNGRADE IN THE RATING S PERSPECTIVE ALLOCATED BY MOODY S TO NATIXIS On 9 December 2014, Moody s Investors Services Inc. (Moody s) has downgraded the perspective of NATIXIS long term senior unsecured debt from stable to negative. From the date of this Supplement, the reference to Moody s ratings in respect of NATIXIS long term senior unsecured debt is replaced as follows: A2 (negative) on the cover page of the Base Prospectus

18 SUMMARY The following paragraph is inserted as a first paragraph in the information contained in the Base Prospectus on page 10 of the section [B.19/]B.12 under the heading Selected historical key financial information : As at 31 December 2014, NATIXIS total assets were billion. NATIXIS net revenue for the year ended 31 December 2014 was 7,512 million, its gross operating income was 2,073 million and its net income (group share) was 1,138 million. The financial information in this paragraph is unaudited and is extracted from Natixis press release published on 19 February 2015 relating to the unaudited financial information of Natixis for the fourth quarter ended 31 December 2014 and the unaudited figures for the year ended 31 December The second paragraph on page 11 of the Base Prospectus appearing in section [B.19/]B.12 under the heading Statements of no significant or material adverse change is hereby deleted and replaced in its entirety by the following: There has been no significant change in the financial or trading position of NATIXIS since 31 December 2014 and there has been no material adverse change in the prospects of NATIXIS since 31 December The first paragraph in the Base Prospectus on page 11 of the section [B.19/]B.17 under the heading Credit ratings is hereby deleted and replaced in its entirety by the following: The long term senior unsecured debt of NATIXIS is rated A2 (negative) by Moody s Investors Inc. (Moody s), A (negative) by Standard and Poor s Ratings Services (S&P) and A (stable) by Fitch Ratings Ltd. (Fitch). DOCUMENTS INCORPORATED BY REFERENCE On 19 February 2015, NATIXIS published a press release (the Press Release ) in the English and French language in connection with the unaudited financial information of NATIXIS for the fourth quarter ended 31 December 2014 and the unaudited figures for the year ended 31 December 2014 of NATIXIS. The Press Release (in the English language version) has been filed with the CSSF for the purposes of Article 16 of the Prospectus Directive and Article 13 of the Luxembourg Law, and such Press Release (in the English language version) is incorporated by reference in, and forms part of, this Supplement. The Press Release is available in the English and French language on the website of Natixis: and for the English language version only on the Luxembourg Stock Exchange s website: The section entitled DOCUMENTS INCORPORATED BY REFERENCE appearing on pages 58 through to 63 of the Base Prospectus is deleted in its entirety and replaced as follows: - 3 -

19 DOCUMENTS INCORPORATED BY REFERENCE For the purposes of Notes admitted to trading on the Luxembourg Regulated Market this Base Prospectus should be read and construed in conjunction with the following documents which have been previously published or are published simultaneously with the Base Prospectus and which have been filed with the CSSF and shall be deemed to be incorporated by reference in, and form part of, this Base Prospectus: articles of incorporation of NATIXIS; articles of incorporation of Natixis Structured Issuance SA; the interim financial statements of Natixis Structured Issuance SA covering the period from its incorporation until 30 June 2014, which have been subject to a limited review by the statutory auditor of Natixis Structured Issuance SA (the NSI 2014 Interim Accounts); 2013 NATIXIS Registration (the NATIXIS 2013 Registration ) excluding the statement of Laurent Mignon at page 438 and 2012 NATIXIS Registration (the NATIXIS 2012 Registration ) excluding the statement of Laurent Mignon at page 420; The English language version of the update to the 2013 Registration and half-year financial report of Natixis for the period ended 30 June 2014 (the 2013 NATIXIS Registration Update), excluding the statement of Laurent Mignon at page 189; the Terms and Conditions of the Notes, the Additional Terms and Conditions of the Notes and the Annex Relating to Custom Indices at pages 72 to 404, 410 to 542 and 543 to 568 (respectively) of the Base Prospectus dated 21 February 2014; the press release published on 6 May 2014 relating to the unaudited financial information of NATIXIS for the first quarter ended 31 March 2014 (the NATIXIS Q1 Press Release); NATIXIS press release published on 31 July 2014 relating to the unaudited financial information of NATIXIS for the second financial quarter and the first semester ended 30 June 2014 (the NATIXIS 2014 July Press Release); and NATIXIS press release published on 19 February 2015 relating to the unaudited financial information of NATIXIS for the fourth quarter ended 31 December 2014 and the unaudited figures for the year ended 31 December 2014 (the NATIXIS 2015 February Press Release). In light of (i) the Guarantor s unconditional and irrevocable guarantee of all Notes issued by Natixis Structured Issuance SA under the Programme and (ii) the fact that, in connection with each issuance of Notes by Natixis Structured Issuance SA, Natixis Structured Issuance SA will grant a loan in the same amount to the Guarantor and receive in return from the Guarantor the pay-out due under the Notes (in other words, all cash flows that Natixis Structured Issuance SA receives to make payments under the Notes come from the Guarantor), the Issuers take the view that an investor purchasing Notes issued by Natixis Structured Issuance SA is only relying upon the creditworthiness of the Guarantor. In light thereof, the Issuers take the view that the financial statements of Natixis Structured Issuance SA from the date of its incorporation to a date that is close to the date of this Base Prospectus (whether such information is subject to an audit, an auditor s limited review or unaudited) are not pertinent to the assessment of the investment risk in the Notes, so that they could, in accordance with Commission Regulation (EC) No. 809/2004 of 29th April 2004, as amended, be omitted from the Base Prospectus. Natixis Structured Issuance SA has, however, incorporated by reference into this Base Prospectus its half-year financial statements covering the period from its incorporation (on 29 November 2013) until 30 June 2014, which have been subject to a limited review by the statutory auditor of Natixis Structured Issuance SA

20 Any statement contained in a document which is deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purpose of this Base Prospectus to the extent that a statement contained herein modifies or supersedes such earlier statement (whether expressly, by implication or otherwise). Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Base Prospectus. Copies of documents deemed to be incorporated by reference in this Base Prospectus may be obtained free of charge, during usual business hours on any weekday (Saturdays and public holidays excepted) from the date hereof at the registered office of the relevant Issuer and the specified office of the Fiscal Agent, the Registrar and the Paying Agents. Such documents shall also be available to view on the website of the Luxembourg Stock Exchange ( Annex XI ref: CATEGORY OF INFORMATION 2. STATUTORY AUDITORS 2.1 Names and addresses of NATIXIS auditors for the period covered by the historical financial information (together with their membership in a professional body). KPMG Audit (division of KPMG SA, 1 cours Valmy, Paris-La-Défense, Cedex), Deloitte & Associés (185 avenue Charles de Gaulle, Neuilly-sur-Seine, Cedex) and Mazars (61 rue Henri Régnault, Paris-La-Défense, Cedex), statutory auditors of NATIXIS, have audited and rendered an unqualified audit report on the accounts of NATIXIS for the years ending 31 December 2012 and 31 December KPMG Audit, Deloitte & Associés and Mazars are members of the Compagnie Nationale des Commissaires aux Comptes (CNCC) and carry out their duties in accordance with the principles of Compagnie Nationale des Commissaires aux Comptes (CNCC). Page 332 of the 2012 NATIXIS Registration. Pages 335 to 336 of the 2013 NATIXIS Registration. Names and addresses of the Natixis Structured Issuance SA s statutory auditor (réviseur d entreprises agréés) for the period covered by the historical financial information (together with their membership in a professional body). MAZARS Luxembourg, 10A, Rue Henri M. Schnadt, L-2530 Luxembourg. 2.2 If auditors have resigned, been removed or not been re-appointed during the period covered by the historical financial information, details if material. Not applicable. 3. RISK FACTORS Prominent disclosure of risk factors that may affect NATIXIS ability to fulfil its obligations under the securities to investors. Pages 133 to 187 of the 2013 NATIXIS Registration Page 73 of the 2013 NATIXIS Registration Update 4. INFORMATION ABOUT NATIXIS 4.1 History and development of NATIXIS The legal and commercial name of NATIXIS: Page 412 of the 2013 NATIXIS Registration The place of registration of NATIXIS and its registration number: - 5 -

21 Page 412 of the 2013 NATIXIS Registration The date of incorporation and the length of life of NATIXIS: Page 412 of the 2013 NATIXIS Registration The domicile and legal form of NATIXIS, the legislation under which NATIXIS operates, its country of incorporation, and the address and telephone number of its registered office (or principal place of business if different from its registered office): Page 412 and 456 of the 2013 NATIXIS Registration Any recent events particular to NATIXIS which are to a material extent relevant to the evaluation of the NATIXIS solvency: Pages 6, 7 and 135 of the 2013 NATIXIS Registration 5. BUSINESS OVERVIEW 5.1. Principal activities: Brief description of NATIXIS principal activities stating the main categories of products sold and/or services performed: Pages 12 to 26 of the 2013 NATIXIS Registration Indication of any significant new products and/or activities: Pages 12 to 29, 135 to 138 and 328 of the 2013 NATIXIS Registration Brief description of the principal markets in which NATIXIS competes: Pages 149 and 301 to 307 of the 2013 NATIXIS Registration The basis for any statements in the registration document made by NATIXIS regarding its competitive position: Pages 10 to 29 of the 2013 NATIXIS Registration 6. ORGANISATIONAL STRUCTURE 6.1. Brief description of the Group and of NATIXIS position within it: Pages 4 to 5 and 8 to 9 of the 2013 NATIXIS Registration 6.2 If NATIXIS is dependent upon other entities within the group, this must be clearly stated together with an explanation of this dependence: Pages 27 to 29 and 423 to 425 of the 2013 NATIXIS Registration 9. ADMINISTRATIVE, MANAGEMENT, AND SUPERVISORY BODIES 9.1. Names, business addresses and functions in NATIXIS of the following persons, and an indication of the principal activities performed by them outside NATIXIS where these are significant with respect to NATIXIS: Members of the administrative, management or supervisory bodies: Pages 68 to 98 of the 2013 NATIXIS Registration Pages 51 to 54 of the 2013 NATIXIS Registration Update - 6 -

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