FIRST SUPPLEMENT DATED 26 MAY 2016 TO THE BASE PROSPECTUS DATED 31 MARCH 2016 (Incorporated in France) as Issuer and Guarantor and NATIXIS STRUCTURED ISSUANCE SA (a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 51, avenue J. F. Kennedy, L-1855 Luxembourg and registered with the Luxembourg trade and companies register under number B.182.619) as Issuer Warrant Programme This supplement (this Supplement or the First Supplement ) is supplemental to, and should be read in conjunction with the Base Prospectus dated 31 March 2016 (the Base Prospectus ), prepared in relation to the Warrant Programme of NATIXIS and Natixis Structured Issuance SA (each an Issuer and together with NATIXIS, the Issuers ), as approved on 31 March 2016 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 Warrants. 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 Warrants before this Supplement is published, have the right, exercisable within a - 1 -
time limit of two working days after the publication of this Supplement (no later than 30 May 2016), to withdraw their acceptances. This Supplement will be published on the Luxembourg Stock Exchange's website www.bourse.lu. - 2 -
SUMMARY From the date of this Supplement, the section entitled SUMMARY OF THE PROGRAMME appearing on pages 6 to 26 of the Base Prospectus is modified as follows: The information contained on page 8 of the Base Prospectus in section B.12 under the heading Selected historical key financial information is hereby amended by the addition of a first paragraph as follows:: As of 31 December 2015, Natixis Structured Issuance SA s total assets were 2,680,757,341.05. Its profit as of 31 December 2015 was 632,531.84. The current paragraph on pages 8 and 9 of the Base Prospectus in section B.12 under the heading Material adverse change in the prospects of the issuer since the date of its last published audited financial statements: is hereby deleted and replaced in its entirety by the following: There has been no materiel adverse change in the prospects of Natixis Structured Issuance SA since 31 December 2015. The current paragraph on page 9 of the Base Prospectus in section B.12 under the heading 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: Not Applicable - there has been no significant change in the financial or trading position of Natixis Structured Issuance SA since 31 December 2015. The current paragraph on page 10 of the Base Prospectus in section [B.19/]B.4b under the heading Trend information is hereby deleted and replaced in its entirety by the following: NATIXIS was impacted by several events in 2015: the plummeting oil price, triggering deep recession in commodity-exporting emerging countries (with Brazil and Russia on the front line); the sudden slowdown of the Chinese economy; the appreciation the US dollar following the Fed funds fi rst interest-rate hike since 2006 while the ECB commenced its sovereign bond purchase program and the rebound in the global economy. The information contained on page 10 of the Base Prospectus in section [B.19/] B.12 under the heading Selected historical key financial information is hereby amended by the addition of a first paragraph as follows: As at 31 March 2016, NATIXIS net revenues were 2,083 million, its gross operating income was 478 million and its net income (group share) was 213 million. On 4th March 2016, NATIXIS share capital amounted to 5,006,536,212.80 divided into 3,129,085,133 shares of 1.60 par value, all fully paid up. The financial information in this paragraph is unaudited and is extracted from NATIXIS press release published on 10 May 2016 relating to the unaudited financial information of NATIXIS for the first quarter ended 31 march 2016. As at 31 March 2015, NATIXIS net revenues were 2,190 million, its gross operating income was 637 million and its net income (group share) was 287 million. On 31 st March 2015, NATIXIS share capital amounted to 4,991,395,425.60 divided into 3,119,622,141 shares of 1.60 par value, all fully paid up The current paragraph on page 11 of the Base Prospectus in 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: - 3 -
There has been no significant change in the financial or trading position of NATIXIS since 31 March 2016. - 4 -
DOCUMENTS INCORPORATED BY REFERENCE On 8 April 2016, Natixis Structured Issuance SA published its annual accounts for the year ended 31 December 2015 (the NSI 2015 Annual Accounts ) in connection with the audited financial information of Natixis Structured Issuance SA for the year ended 31 December 2015. The NSI 2015 Annual Accounts have been filed with the CSSF for the purposes of Article 16 of the Prospectus Directive and Article 13 of the Luxembourg Law, and such NSI 2015 Annual Accounts are incorporated by reference in, and form part of, this Supplement. The NSI 2015 Annual Accounts are available in the English language on the Luxembourg Stock Exchange s website: www.bourse.lu. On 10 May 2016, NATIXIS published a press release (the Press Release ) in connection with the unaudited financial information of NATIXIS for the first quarter ended 31 March 2016. 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 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: www.natixis.com, and for the English language version only on the Luxembourg Stock Exchange s website: www.bourse.lu. The section entitled DOCUMENTS INCORPORATED BY REFERENCE appearing on pages 45 through to 51 of the Base Prospectus is deleted in its entirety and replaced as follows: - 5 -
DOCUMENTS INCORPORATED BY REFERENCE The following documents which have previously been published or are published simultaneously with this Base Prospectus and have been filed with the CSSF shall be incorporated in, and form part of, this Base Prospectus: 1. Articles of incorporation of NATIXIS; 2. Articles of incorporation of Natixis Structured Issuance SA; 3. The press release published on 10 May 2016 relating to the unaudited financial information of NATIXIS for the first quarter ended 31 March 2016 (the NATIXIS 2016 Q1 Press Release ); 4. The English language version of the registration document of NATIXIS for the financial year ended 31 December 2015 (the NATIXIS 2015 Registration ) excluding the statement of Laurent Mignon at page 454 and of the registration document of NATIXIS for the financial year ended 31 December 2014 (the NATIXIS 2014 Registration ), excluding the statement of Laurent Mignon at page 454; 5. The annual financial statements of Natixis Structured Issuance SA covering the financial year ended until 31 December 2015 (the NSI 2015 Annual Accounts); 6. The annual financial statements of Natixis Structured Issuance SA covering the period from its incorporation until 31 December 2014 (the NSI 2014 Annual Accounts); 7. The interim financial statements of Natixis Structured Issuance 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) and the interim financial statements of Natixis Structured Issuance SA as of 30 June 2015, which have been subject to a limited review by the statutory auditor of Natixis Structured Issuance SA (the NSI 2015 Interim Accounts); 8. The Terms and Conditions of the Warrants, the Additional Terms and Conditions of the Warrants, and the Annex relating to the Custom Indices at pages 85 to 274 and 276 to 302 of the Base Prospectus dated 24 July 2013; 9. The amendment to the Terms and Conditions of the Warrants at pages 13 and 14 of the supplement dated 12 September 2013 to the Base Prospectus dated 24 July 2013; 10. The Terms and Conditions of the Warrants, the Additional Terms and Conditions of the Warrants, and the Annex relating to the Custom Indices at pages 89 to 286 and 288 to 313 of the Base Prospectus dated 19 March 2014; and 11. The Terms and Conditions of the Warrants, the Additional Terms and Conditions of the Warrants, and the Annex relating to the Custom Indices at pages 86 to 283 and 285 to 310 of the Base Prospectus dated 31 March 2015. Following the publication of this Base Prospectus a supplement may be prepared by the relevant Issuer and approved by the CSSF in accordance with Article 16 of the Prospectus Directive. Statements contained in any such supplement (or contained in any document incorporated by reference therein) shall, to the extent applicable (whether expressly, by implication or otherwise), be deemed to modify or supersede statements contained in this Base Prospectus or in a document which is incorporated by reference in this Base Prospectus. Any statement so modified or superseded shall not, except as so modified or superseded, constitute a part of this Base Prospectus. Copies of documents incorporated by reference in this Base Prospectus can be obtained from the specified office(s) of each of the Warrant Agent and any Paying Agent(s) for the time being and the Luxembourg Stock Exchange's website at www.bourse.lu. This Base Prospectus will also be published on the Luxembourg Stock Exchange's website at www.bourse.lu as well as the relevant Issuer's website at www.equitysolutions.natixis.fr. - 6 -
Where an English translation of a document drafted in another language is incorporated by reference in this Base Prospectus, the relevant Issuer assumes responsibility for the correct translation of such document. Each Issuer will, in the event of any significant new factor, material mistake or inaccuracy relating to information included in this Base Prospectus which is capable of affecting the assessment of any Warrants, prepare a supplement to this Base Prospectus or publish a new Base Prospectus for use in connection with any subsequent issue of Warrants. Annex XI ref: CATEGORY OF INFORMATION 2. STATUTORY AUDITORS 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, 92923 Paris-La-Défense, Cedex), Deloitte & Associés (185 avenue Charles de Gaulle, 92524 Neuilly-sur-Seine, Cedex) and Mazars (61 rue Henri Régnault, 92075 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 2015 and 31 December 2014. KPMG Audit and Deloitte & Associés 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 322 to 323 of the NATIXIS 2015 Registration. Names and addresses of Natixis Structured Issuance SA's statutory auditor (réviseur d'entreprises agréé) 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 have audited and rendered an unqualified audit report on the accounts of Natixis Structured Issuance SA for the period from its incorporation to 31 December 2015. 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 107 to 188 of the NATIXIS 2015 Registration 4. INFORMATION ABOUT NATIXIS 4.1 History and development of NATIXIS 4.1.1 The legal and commercial name of NATIXIS: Page 418 of the NATIXIS 2015 Registration - 7 -
4.1.2 The place of registration of NATIXIS and its registration number: Page 418 of the NATIXIS 2015 Registration 4.1.3 The date of incorporation and the length of life of NATIXIS: Page 418 of the NATIXIS 2015 Registration 4.1.4 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 418 and the last page of the NATIXIS 2015 Registration 4.1.5 Any recent events particular to NATIXIS which are to a material extent relevant to the evaluation of the NATIXIS' solvency: Pages 191 to 193 of the NATIXIS 2015 Registration 5. BUSINESS OVERVIEW 5.1 Principal activities: 5.1.1 Brief description of NATIXIS' principal activities stating the main categories of products sold and/or services performed: Pages 10 to 25 of the NATIXIS 2015 Registration 5.1.2 Indication of any significant new products and/or activities: Pages 10 to 25 and pages 297 to 301 of the NATIXIS 2015 Registration 5.1.3 Brief description of the principal markets in which NATIXIS competes: Pages 10 to 25 and 297 to 301 of the NATIXIS 2015 Registration 5.1.4 The basis for any statements in the registration document made by the issuer regarding its competitive position: Pages 10 to 25 of the NATIXIS 2015 Registration 6. ORGANISATIONAL STRUCTURE 6.1 Brief description of the Group and of NATIXIS position within it: Pages 4, 5, 7 and 429 of the NATIXIS 2015 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 6, 7, 224 to 228, 323 to 335 and 430 to 431 of the NATIXIS 2015 Registration 9. ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES - 8 -
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 59 of the NATIXIS 2015 Registration 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 77 of the NATIXIS 2015 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 429 and 430 of the NATIXIS 2015 Registration 10.2 A description of any arrangements, known to the issuer, the operation of which may at a subsequent date result in a change of control of the issuer: Page 430 of the NATIXIS 2015 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 group's financial position or profitability, or provide an appropriate negative statement. Pages 180 to 182 of the NATIXIS 2015 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. Not Applicable With regards to the following historical financial information relating to the years 2014 and 2015 regarding NATIXIS which have been audited in accordance with IFRS reference is made to the following pages of the documents incorporated by reference: Information incorporated by reference Pages of document incorporated by reference - 9 -
NATIXIS financial information for the first quarter ended 31 March 2016 Pages 3 to 4 of NATIXIS 2016 Q1 Press Release NATIXIS audited annual consolidated financial statements for the financial year ended 31 December 2015 Consolidated Balance Sheet Consolidated Income Statement Net Cash Flow Statement Notes Statement of Net Income/(Loss), gains and losses recorded directly in equity Statement of changes in shareholders' equity Free English language translation (prepared by NATIXIS) of the Statutory auditor's Audit Report pages 206 to 207 of the NATIXIS 2015 Registration page 208 of the NATIXIS 2015 Registration pages 212 to 213 of the NATIXIS 2015 Registration pages 214 to 335 of the NATIXIS 2015 Registration page 209 of the NATIXIS 2015 Registration pages 210 to 211 of the NATIXIS 2015 Registration pages 336 and 337 of the NATIXIS 2015 Registration 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 Statement of Net Income/(Loss), gains and losses recorded directly in equity Statement of changes in shareholders' equity Free English language translation (prepared by NATIXIS) of the Statutory auditor's Audit Report 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 204 to 320 of the NATIXIS 2014 Registration page 197 of the NATIXIS 2014 Registration pages 198 to 199 of the NATIXIS 2014 Registration pages 321 to 322 of the NATIXIS 2014 Registration - 10 -
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 2014 and 31 December 2015. Information incorporated by reference Natixis Structured Issuance SA annual accounts for the financial year ended 31 December 2015 (1) Audit Report on Annual Accounts Balance Sheet Profit and loss account Notes Cash Flow Statement Pages of document incorporated by reference Pages 5 and 6 of the NSI 2015 Annual Accounts Page 7 of the NSI 2015 Annual Accounts Page 8 of the NSI 2015 Annual Accounts Pages 9 to 19 of the NSI 2015 Annual Accounts page 18 of the NSI 2015 Annual Accounts Natixis Structured Issuance SA annual accounts for the period from 29 November 2013 until 31 December 2014 (2) Audit Report on Annual Accounts Balance Sheet Profit and loss account Notes Pages 5 to 6 of the NSI 2014 Annual Accounts Page 7 of the NSI 2014 Annual Accounts Page 8 of the NSI 2014 Annual Accounts Pages 9 to 17 of the NSI 2014 Annual Accounts (1) The pages numbers refer to the pdf copy of the NSI 2015 Annual Accounts as incorporated by reference in this Base Prospectus. (2) The pages numbers refer to the pdf copy of the NSI 2014 Annual Accounts as incorporated by reference in this Base Prospectus. The parts of each of the documents that are not incorporated by reference are either not relevant for the investor (pursuant to article 28.4 of Commission Regulation (EC) No 809/2004 of 29 April 2004) or covered in another part of the Prospectus. 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 2005. Information that is marked as "pro forma" in the documents incorporated by reference is not pro forma financial information within the meaning of No. 20.2 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. - 11 -
GENERAL INFORMATION From the date of this Supplement, item (c) of the section s available on page 349 of the Base Prospectus is deleted and replaced as follows: the consolidated financial statements of NATIXIS in respect of the financial years ended 2014 and 2015 (with an English translation thereof), in each case together with the audit reports prepared in connection therewith, and the annual financial statements of Natixis Structured Issuance SA in respect of the financial years ended 2014 and 2015. Natixis Structured Issuance SA currently prepares audited unconsolidated accounts on an annual basis and NATIXIS currently prepares audited consolidated accounts on an annual basis. From the date of this Supplement, the section Significant or material adverse change appearing on page 350 of the Base Prospectus is deleted and replaced as follows: Save as set out in the section headed Recent Developments, there has been no significant change in the financial or trading position of NATIXIS and/or it and its consolidated subsidiaries taken as a whole (the Group) since 31 March 2016 and no material adverse change in the prospects of NATIXIS or the Group since 31 December 2015. There has been no significant change in the financial or trading position of Natixis Structured Issuance SA since 31 December 2015 and there has been no material adverse change in the prospects of Natixis Structured Issuance SA since 31 December 2015.. - 12 -