THIRD SUPPLEMENT DATED 30 SEPTEMBER 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 Third Supplement ) is supplemental to, and should be read in conjunction with the Base Prospectus dated 31 March 2016, prepared in relation to the Warrant Programme of NATIXIS and Natixis Structured Issuance SA (each an Issuer and together with NATIXIS, the Issuers ), as supplemented by a first supplement dated 26 May 2016 (together, the Base Prospectus ) and a second supplement dated 3 August 2016 as approved on 31 March 2016, 26 May 2016 and 3 August 2016 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 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. - 1 -
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 time limit of two working days after the publication of this Supplement (no later than 4 October 2016), to withdraw their acceptances. This Supplement will be published on the Luxembourg Stock Exchange's website www.bourse.lu. - 2 -
SUMMARY The information contained in the Base Prospectus on page 8 of the section B.12 under the heading Selected historical key financial information is hereby deleted and replaced in its entirety by the following: As of 30 June 2016, the total assets of Natixis Structured Issuance SA were 3,308,673,212.16. The profit of Natixis Structured Issuance SA as of 30 June 2016 was 462,914.20. As of 30 June 2015, the total assets of Natixis Structured Issuance SA were 1,734,858,293.20. The profit of Natixis Structured Issuance SA as of 30 June 2015 was 168,806.33. As of 31 December 2015, Natixis Structured Issuance SA total assets were 2,680,757,341.05. The profit of Natixis Structured Issuance SA as of 31 December 2015 was 632,531.84. As of 31 December 2014, Natixis Structured Issuance SA total assets were 733,657,306.86. The profit of Natixis Structured Issuance SA as of 31 December 2014 was 94,663.63. The information contained in the Base Prospectus on page 8 of the 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: Not applicable. There has been no significant change in the financial or trading position of Natixis Structured Issuance SA since 30 June 2016 The information contained in the Base Prospectus on page 8 of the section B.12 under the heading Significant changes in the financial 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 material adverse change in the prospects of Natixis Structured Issuance SA since 31 December 2015. - 3 -
DOCUMENTS INCORPORATED BY REFERENCE On 22 August 2016, Natixis published the update to the 2015 Registration of Natixis in the English language setting out the results of Natixis for the half year ended 30 June 2016 (the NATIXIS 2015 Registration Update ) which 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 NATIXIS 2015 Registration Update (in the English language version) is incorporated by reference in, and forms part of, this Supplement. The NATIXIS 2015 Registration Update 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. On 21 September 2016 Natixis Structured Issuance published its interim accounts as of 30 June 2016 (the NSI 2016 Interim Accounts ) which have been filed with the CSSF for the purposes of Article 16 of the Prospectus Directive and Article 13 of the Luxembourg Law. The NSI 2016 Interim Accounts are available 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: 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 English language version of the update to the 2015 Registration and half-year financial report of NATIXIS for the period ended 30 June 2016 (the 2015 NATIXIS Registration Update), excluding excluding (i) section I Presentation of Natixis on pages 3 to 46, (ii) pages 92 to 111 of section 4 Overview of the Fiscal Year and (iii) the statement of Laurent Mignon at page 189; 4. The press release published on 28 July 2016 relating to the unaudited financial information of NATIXIS for the second-quarter and first-half ended 30 June 2016 (the NATIXIS 2016 Q2/First-Half Press Release); 5. The press release published on 10 May 2016 relating to the unaudited financial information of NATIXIS for the firstquarter ended 31 March 2016 (the NATIXIS 2016 Q1 Press Release); 6. 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; 7. The English language version 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; 8. the interim financial statements of Natixis Structured Issuance SA as of 30 June 2016, which have been subject to a limited review by the statutory auditor of Natixis Structured Issuance SA (the NSI 2016 Interim Accounts); - 4 -
9. The annual financial statements of Natixis Structured Issuance SA covering the financial year ended until 31 December 2015 (the NSI 2015 Annual Accounts); 10. 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); 11. The annual financial statements of Natixis Structured Issuance SA covering the period from its incorporation until 31 December 2014 (the NSI 2014 Annual Accounts); 12. 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) ; 13. 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; 14. 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; 15. 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 16. 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. For the avoidance of doubt, non-incorporated parts of the documents listed above are not incorporated by reference pursuant to article 28.4 of Commission Regulation (EC) No 809/2004 of 29 April 2004 (as amended) as they are not relevant for an investor or are covered elsewhere in the Base prospectus. 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. 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. - 5 -
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. Since the General Shareholders Meeting of May 24, 2016, PriceWaterhouseCoopers Audit has been appointed to replace KPMG Audit as statutory auditor. 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 Page 60 of the 2015 NATIXIS Registration Update 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 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: - 6 -
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 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: - 7 -
Pages 32 to 59 of the NATIXIS 2015 Registration Pages 47 to 55 of the 2015 NATIXIS Registration Update 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. FINANCIAL INFORMATION CONCERNING THE ISSUER S ASSETS AND LIABILITIES, FINANCIAL POSITION AND PROFITS AND LOSSES With regards to the following historical financial information regarding NATIXIS, reference is made to the following pages of the documents incorporated by reference: Information incorporated by reference NATIXIS unaudited interim consolidated financial statements for the period ended 30 June 2016 Consolidated Balance Sheet Consolidated Income Statement Statement of Net Income/(Loss), and other comprehensive income Statement of changes in shareholders equity Net Cash Flow Statement Pages of document incorporated by reference Page 115 of the NATIXIS 2015 Registration Update Page 116 of the NATIXIS 2015 Registration Update Page 117 of the NATIXIS 2015 Registration Update Page 118 of the NATIXIS 2015 Registration Update Page 119 of the NATIXIS 2015 Registration Update Page 121 to 177 of the NATIXIS 2015 Registration Update - 8 -
Free English language translation (prepared by Natixis) of the Statutory Auditors Report on the condensed financial information Page 178 to 179 of the NATIXIS 2015 Registration Update NATIXIS audited annual consolidated financial statements for the financial year ended 31 December 2015 Consolidated Balance Sheet Consolidated Income Statement Net Cash Flow Statement 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 unaudited interim consolidated financial statements for the period ended 30 June 2015 Consolidated Balance Sheet Consolidated Income Statement Statement of Net Income/(Loss), and other comprehensive income Statement of changes in shareholders equity Net Cash Flow Statement Page 123 of the NATIXIS 2014 Registration Update Page 124 of the NATIXIS 2014 Registration Update Page 125 of the NATIXIS 2014 Registration Update Page 126 of the NATIXIS 2014 Registration Update Page 127 of the NATIXIS 2014 Registration Update Page 129 to 185 of the NATIXIS 2014 Registration Update - 9 -
Free English language translation (prepared by Natixis) of the Statutory Auditors Report on the condensed financial information Page 186 to 187 of the NATIXIS 2014 Registration Update NATIXIS audited annual consolidated financial statements for the financial year ended 31 December 2014 Consolidated Balance Sheet Consolidated Income Statement Net Cash Flow Statement 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 NATIXIS is responsible for the free English language translation of the statutory auditor's Audit Reports. With regards to the following historical financial information regarding Natixis Structured Issuance, reference is made to the following pages of the documents incorporated by reference: Information incorporated by reference Pages of document incorporated by reference Natixis Structured Issuance SA unaudited interim consolidated financial statements for the period ended 30 June 2016 Balance Sheet Profit and loss account Audit Report Net Cash Flow Statement Page 6 of NSI 2016 Interim Accounts Page 7 of NSI 2016 Interim Accounts Page 8 to 20 of NSI 2016 Interim Accounts Page 5 of NSI 2016 Interim Accounts Page 18 of NSI 2016 Interim Accounts - 10 -
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 Cash Flow Statement 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 unaudited interim consolidated financial statements for the period ended 30 June 2015 Balance Sheet Profit and loss account Audit Report Net Cash Flow Statement Page 5 of NSI 2015 Interim Accounts Page 6 of NSI 2015 Interim Accounts Page 7 to 16 of NSI 2015 Interim Accounts Page 4 of NSI 2015 Interim Accounts Page 15 of NSI 2015 Interim 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 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. 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. - 11 -
Pages 180 to 182 of the NATIXIS 2015 Registration Pages 85 of the 2015 NATIXIS Registration Update 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 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. - 12 -
DESCRIPTION OF NATIXIS STRUCTURED ISSUANCE SA From the date of this Supplement, section (e) Administration, Management and Supervisory Bodies on page 324 is deleted and replaced as follows: As at the date of this Base Prospectus the Directors of Natixis Structured Issuance SA are as follows: Director Michel Thill principal outside activities Managing Director Ogier Fiduciary Services (Luxembourg) S.à.r.l. Olivier Lansac Associate Director Ogier Fiduciary Services (Luxembourg) S.à.r.l. Evelyne Etienne Deputy Managing Director Natixis Bank Eric Théron Chief Executive Officer Nguyen Quyen Ngoc Natixis Bank Head of Long Term Treasury, Cash and Collateral Management Group BPCE/NATIXIS The business address of Michel Thill and Olivier Lansac is 2-4, rue Eugène Ruppert, L-2453 Luxembourg. The business address of Evelyne Etienne and Eric Théron is 51, avenue J.F. Kennedy, L-1855 Luxembourg. The business address of Nguyen Ngoc Quyen is 47 quai d'austerlitz - 75013 Paris. Natixis Structured Issuance SA confirms that there is no conflict of interest between their duties as director of Natixis Structured Issuance SA and their principal and/or other outside activities. From the date of this Supplement section (j) Selected Financial Information on page 325 of the Base Prospectus is deleted and replaced as follows: As of 30 June 2016, the total assets of Natixis Structured Issuance SA were 3,308,673,212.16. The profit of Natixis Structured Issuance SA as of 30 June 2016 was 462,914.20. As of 30 June 2015, the total assets of Natixis Structured Issuance SA were 1,734,858,293.20. The profit of Natixis Structured Issuance SA as of 30 June 2015 was 168,806.33. As of 31 December 2015, Natixis Structured Issuer s total assets were 2,680,757,341.05. Natixis Structured Issuer s profit as of 31 December 2015 was 632,531.84. As of 31 December 2014, Natixis Structured Issuer s total assets were 733,657,306.86. Natixis Structured Issuer s profit as of 31 December 2014 was 94,663.63. - 13 -
GENERAL INFORMATION 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: 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 30 June 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. From the date of this Supplement, the section Litigation appearing on page 350 of the Base Prospectus is deleted and replaced as follows: 4 (b) Except as set out on page 85 of the NATIXIS 2015 Registration Update and pages 180 to 182 of the NATIXIS 2015 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, the section 2. Statutory Auditors appearing on page 46 of the Base Prospectus is deleted and replaced as follows: KPMG Audit, Deloitte & Associés and Mazars, statutory auditors of NATIXIS, have audited and rendered an unqualified audit report on the accounts of NATIXIS for the years ending 31 December 2014 and 31 December 2015. KPMG Audit, Deloitte & Associés and Mazars carry out their duties in accordance with the principles of Compagnie Nationale des Commissaires aux Comptes (CNCC). Since the General Shareholders Meeting of May 24, 2016, PriceWaterhouseCoopers Audit has been appointed to replace KPMG Audit as statutory auditor. The Auditor s Section appearing to pages 354 of the Base Prospectus is deleted and replaced as follows: to NATIXIS PriceWaterhouseCoopers Audit 63, Rue de Villiers, 92208 Neuilly sur Seine France Mazars 61 rue Henri Régnault 92075 Paris-La-Défense Cedex France Deloitte & Associés 185 avenue Charles de Gaulle 92524 Neuilly-sur-Seine Cedex France - 14 -