BASE PROSPECTUS DATED 12 APRIL 2017 (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 Under the terms of this warrant programme (the Programme), Natixis Structured Issuance SA and NATIXIS (each an Issuer and together the Issuers) may from time to time issue warrants (Warrants) of any kind including, but not limited to, Warrants relating to a specified index or a basket of indices (Index Warrants), a specified share or a basket of shares (Share Warrants), a specified debt instrument or a basket of debt instruments (Debt Warrants), a specified currency (Currency Warrants), a specified commodity or a basket of commodities (Commodity Warrants), a specified fund or a basket of funds (Fund Warrants) (each such asset or other basis of reference, an Underlying). Subject to compliance with all relevant laws, regulations and directives, the Warrants may have no exercise date and no fixed settlement date (Open-ended Warrants). Each issue of Warrants will be issued on the terms set out herein which are relevant to such Warrants under "Terms and Conditions of the Warrants" (the Conditions) completed, but only for the purposes of such issue, by the provisions of the relevant final terms (the Final Terms) which, with respect to Warrants which are to be listed on a stock exchange, will be delivered to such stock exchange and/or other relevant authority on or prior to the date of listing of such Warrants and, in the case of Warrants to be listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on the regulated market of the Luxembourg Stock Exchange or its Euro MTF market, filed with the Luxembourg Stock Exchange on or before the date of issue of such Warrants. Natixis Structured Issuance SA is a wholly-owned, indirect subsidiary of NATIXIS. Natixis Structured Issuance SA has the benefit of an undertaking given by NATIXIS (in such capacity, the Guarantor) to Natixis Structured Issuance SA (the NATIXIS Guarantee as described in "Natixis Structured Issuance SA NATIXIS Guarantee Cautionnement Solidaire"). Issues of Warrants by Natixis Structured Issuance SA under the Programme will have the benefit of the NATIXIS Guarantee. The form of the Final Terms is set out herein and will specify with respect to the issue of Warrants to which it relates, inter alia, the Issuer, the specific designation of the Warrants, the aggregate number and type of the Warrants, the date of issue of the Warrants, the issue price, the exercise price, the Underlying to which the Warrants relate, the exercise period or date, whether automatic exercise applies to the Warrants and certain other terms relating to the offering and sale of the Warrants. The Final Terms relating to an issue of Warrants will be attached to, or endorsed upon, the Global Warrant (as defined below) representing such Warrants. The Final Terms complete the Conditions and a supplement or supplements to the Base Prospectus, if appropriate, will be made available which will describe the terms of such Warrants. Each issue of Warrants will entitle the holder thereof (on due exercise and subject to certification as to non-u.s. beneficial ownership) either to receive a cash amount (if any) calculated in accordance with the relevant terms or to receive physical delivery of the Underlying against payment of a specified sum, all as set forth herein and in the applicable Final Terms.
Prospective purchasers of Warrants should ensure that they understand the nature of the relevant Warrants and the extent of their exposure to risks and that they consider the suitability of the relevant Warrants as an investment in the light of their own circumstances and financial condition. Warrants involve a high degree of risk, including the risk of their expiring worthless. Potential investors should be prepared to sustain a total loss of the purchase price of their Warrants. See "Risk Factors" herein. Application has been made to the Commission de Surveillance du Secteur Financier (the CSSF) in its capacity as competent authority under the Luxembourg Act dated 10 July 2005 on prospectuses for securities, as amended (the Prospectus Act 2005) to approve this document as a base prospectus. The CSSF assumes no responsibility for the economic and financial soundness of the transactions contemplated by this Base Prospectus or the quality or solvency of the Issuer in accordance with Article 7(7) of the Prospectus Act 2005. Application has also been made to the Luxembourg Stock Exchange (i) for Warrants issued under the Programme to be admitted to trading on the Luxembourg Stock Exchange's regulated market (within the meaning of Directive 2004/39/EC (the Markets in Financial Instruments Directive)) and to be listed on the Official List of the Luxembourg Stock Exchange or (ii) in its capacity as market operator of Euro MTF, under part IV of the Prospectus Act 2005, to list Warrants issued under the Programme on the Official List of the Luxembourg Stock Exchange and for such Warrants to be admitted to trading on the Euro MTF market (which is not a regulated market within the meaning of the Markets in Financial Instruments Directive) for a period of 12 months from the date of this Base Prospectus. The CSSF has neither approved nor reviewed information contained in this Base Prospectus in connection with Warrants to be admitted to trading on the Euro MTF market. The Programme provides that Warrants may be listed or admitted to trading, as the case may be, on such other or further stock exchange(s) as the relevant Issuer may decide. The Issuers may also issue unlisted Warrants and/or Warrants not admitted to trading on any market. Materialised warrants (Materialised Warrants) will be represented by a global warrant (each a Global Warrant) which will be issued and deposited with a common depositary on behalf of Clearstream Banking S.A. (Clearstream, Luxembourg) and Euroclear Bank S.A./N.V. (Euroclear) on the date of issue of the relevant Warrants. No Materialised Warrants in definitive form will be issued. Dematerialised warrants (Dematerialised Warrants) will be issued in registered, dematerialised and uncertified book-entry form. No physical document of title will be issued in respect of Dematerialised Warrants. Swiss intermediated securities (Bucheffekten) (Intermediated Securities) in accordance with article 3 para. 1 of the Swiss Federal Act on Intermediated Securities (FISA) may be created under this Programme. For this purpose, Dematerialised Warrants will be booked into the girosystem of SIX SIS AG, Baslerstrasse 100, 4600 Olten, Switzerland (SIS) based on an agreement concluded between SIS and the Swiss issuing and paying agent (Swiss Issuing and Paying Agent). Pursuant to Condition 13 (subject as otherwise provided in the Conditions) such Dematerialised Warrants and any non-contractual obligations arising out of or in connection with such Dematerialised Warrants will be governed and shall be construed in accordance with English law. Once registered in SIS's main register and entered into the accounts of one or more participants of the clearing system, such Dematerialised Warrants will constitute Intermediated Securities. The creation of a supply of Intermediated Securities is constitutive and replaces the issuance of individual security deeds or a global security deed. SIS may effect changes to the supply of Intermediated Securities (increase/decrease) in accordance with instructions given by the Swiss Issuing and Paying Agent. As at the date of this Base Prospectus the long term senior unsecured debt of NATIXIS is rated A2 (stable) by Moody's Investors Services Inc. (Moody's), A (stable) by Standard and Poor's Ratings Services (S&P) and A (stable) by Fitch Ratings Ltd. (Fitch). Each of Moody's, S&P and Fitch is established in the European Union and is registered under Regulation (EC) No 1060/2009, as amended (the CRA Regulation). The European Securities and Markets Authority publishes on its website (www.esma.europa.eu/page/list-registered-and-certified-cras) a list of credit rating agencies registered in accordance with the CRA Regulation. That list is updated within five working days following the adoption of a decision under Article 16, 17 or 20 CRA Regulation. The European Commission shall publish that updated list in the Official Journal of the European Union within 30 days following such update. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. Arranger NATIXIS 2
IF YOU ARE IN ANY DOUBT ABOUT THE CONTENTS OF THIS DOCUMENT YOU SHOULD CONSULT YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER FINANCIAL ADVISER. This Base Prospectus comprises a base prospectus for the purposes of Article 5.4 of the Prospectus Directive. Prospectus Directive means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure in a relevant Member State of the European Economic Area (the EEA). The Issuers (the Responsible Persons) accept responsibility for the information contained in this Base Prospectus and the Final Terms for each issue of Warrants under the Programme. To the best of the knowledge of the Issuers (who have taken all reasonable care to ensure that such is the case), the information contained herein is in accordance with the facts and does not omit anything likely to affect the import of such information. The applicable Final Terms will (if applicable) specify the nature of the responsibility taken by the relevant Issuer for the information relating to the Underlying to which the Warrants relate which is contained in such Final Terms. No person is authorised to give any information or to make any representation not contained in or not consistent with this document or any other information supplied in connection with the Programme and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuers or any manager of an issue of Warrants (as applicable to such issue of Warrants, each a Manager). This Base Prospectus is to be read and construed in conjunction with any supplement hereto, with any Final Terms and with all documents which are deemed to be incorporated herein by reference (see "Documents Incorporated by Reference"). The Warrants, the Guarantee and any securities to be issued or delivered on the exercise or settlement of the Warrants have not been and will not be registered under the United States Securities Act of 1933, as amended (the Securities Act) or the securities laws of any state of the United States. The Warrants and the Guarantee are being sold only outside the United States to non-u.s. persons in accordance with Regulation S under the Securities Act. Accordingly, the Warrants may not be exercised and the Warrants, the Guarantee and any securities to be issued or delivered on exercise or settlement of the Warrants may not be offered or sold to any person in the United States or to, or for the account or benefit of, a U.S. person (as defined in Regulation S under the Securities Act). Furthermore, trading in the Warrants has not been approved by the United States Commodity Futures Trading Commission and neither the Guarantor nor any of the Issuers has been or will be registered as a commodity pool operator under the rules promulgated under the United States Commodity Exchange Act of 1936, as amended, and no U.S. person may at any time trade or maintain a position in the Warrants. Neither Issuer has registered nor intends to register as an "investment company" under the United States Investment Company Act of 1940, as amended. The Warrants create options which are either exercisable by the relevant holder or which will be automatically exercised as provided herein. There is no obligation on the relevant Issuer to pay any amount or deliver any asset to any holder of a Warrant unless the relevant holder duly exercises such Warrant or such Warrants are automatically exercised and an Exercise Notice is duly delivered. The Warrants will be exercisable in the manner set forth herein and in the applicable Final Terms. Upon exercise, the holder of a Warrant will be required to certify (in accordance with the provisions outlined in "Offering and Sale" below) that it is not a U.S. person or exercising such Warrant on behalf of a U.S. person. Warrants may be issued to one or more Managers on a syndicated basis. 3
The Warrants of each issue may be sold by the relevant Issuer and/or any Manager at such time and at such prices as the relevant Issuer and/or the Manager(s) may select. There is no obligation upon the relevant Issuer or any Manager to sell all of the Warrants of any issue. The Warrants of any issue may be offered or sold from time to time in one or more transactions in the over-the-counter market or otherwise at prevailing market prices or in negotiated transactions, at the discretion of the relevant Issuer. The relevant Issuer shall have complete discretion as to what type of Warrants it issues and when. The Warrants may be settled by Physical Delivery. The underlying entities (the shares of which may be delivered) are neither the Issuers' nor an entity belonging to the Issuers' group. No Manager has separately verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility is accepted by any Manager as to the accuracy or completeness of the information contained in this Base Prospectus or any other information provided by the relevant Issuer. No Manager accepts any liability in relation to the information contained or incorporated by reference in this Base Prospectus or any other information provided by the Issuers in connection with the Programme. Neither this Base Prospectus nor any other information supplied in connection with the Programme (i) is intended to provide the basis of any credit or other evaluation or (ii) should be considered as a recommendation by the relevant Issuer or any Manager that any recipient of this Base Prospectus or any other information supplied in connection with the Programme should purchase any Warrants. Each investor contemplating purchasing any Warrants should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuers. Neither this Base Prospectus nor any other information supplied in connection with the Programme constitutes an offer or an invitation by or on behalf of the Issuers or any Manager or any other person to subscribe for or to purchase any Warrants. If any commissions or fees relating to the issue and sale of these Warrants have been paid or are payable by the Manager to an intermediary, then such intermediary may be obliged to fully disclose to its clients the existence, nature and amount of any such commissions or fees (including, if applicable, by way of discount) as required in accordance with laws and regulations applicable to such intermediary, including any legislation, regulation and/or rule implementing the Markets in Financial Instruments Directive (2004/39/EC), or as otherwise may apply in any non-eea jurisdictions. Potential investors in these Warrants intending to purchase Warrants through an intermediary (including by way of introducing broker) should request details of any such commission or fee payment from such intermediary before making any purchase hereof. Neither delivery of this Base Prospectus nor the offering, sale or delivery of any Warrants shall in any circumstances imply that the information contained herein concerning the Issuers is correct at any time subsequent to the date hereof or that any other information supplied in connection with the Programme is correct as of any time subsequent to the date indicated in the document containing the same. No Manager undertakes to review the financial condition or affairs of the Issuers during the life of the Programme. Investors should review, inter alia, the most recently published audited financial statements of NATIXIS, when deciding whether or not to purchase any Warrants. IMPORTANT EEA RETAIL INVESTORS If the Final Terms in respect of any Warrants includes a legend entitled "Prohibition of Sales to EEA Retail Investors", the Warrants, from 1 January 2018 are not intended to be offered, sold or otherwise made available to and, with effect from such date, should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (MiFID II); (ii) a customer within the meaning of Directive 2002/92/EC (IMD), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of 4
MiFID II; or (iii) not a qualified investor as defined in the Prospectus Directive. Consequently no key information document required by Regulation (EU) No 1286/2014 (the PRIIPs Regulation) for offering or selling the Warrants or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Warrants or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. 5
TABLE OF CONTENTS Clause Page Summary of the Programme... 7 Risk Factors... 30 Conditions relating to the consent of the Issuers to the use of the Base Prospectus... 49 Documents Incorporated by Reference... 57 General Description of the Programme... 64 Form of Final Terms... 65 Terms and Conditions of the Warrants... 107 Additional Terms and Conditions of the Warrants... 287 Use of Proceeds... 314 Annex relating to Proprietary Indices... 315 Description of the Issuers... 363 Taxation... 370 Offering and Sale... 385 Recent Developments... 391 General Information... 392 6
SUMMARY OF THE PROGRAMME Summaries are made up of disclosure requirements known as "Elements". These Elements are numbered in Sections A E (A.1 E.7). This Summary contains all the Elements required to be included in a summary for the Warrants and the Issuers. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted in a summary because of the type of securities and issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element should be included in the summary explaining why it is not applicable. Section A Introduction and warnings Element Title A.1 General disclaimer regarding the Summary This summary should be read as an introduction to the Base Prospectus. Any decision to invest in the securities should be based on a consideration of this Base Prospectus as a whole by the investor. Where a claim relating to information contained in the Base Prospectus is brought before a court, the plaintiff investor might, under the national legislation of the Member States, have to bear the costs of translating the Base Prospectus before the legal proceedings are initiated. Civil liability attaches only to the Issuer or the Guarantor who have tabled the summary including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of the Base prospectus or it does not provide, when read together with the other parts of the Base Prospectus, key information in order to aid investors when considering whether to invest in such securities. A.2 Consent to use the Base Prospectus [In the context of the offer of the Warrants in [the Grand Duchy of Luxembourg / the United Kingdom / Finland / Sweden / Denmark / Ireland / Norway/ France (Public Offer Jurisdiction[s]), which is not made within an exemption from the requirement to publish a prospectus under the Prospectus Directive, as amended (the Public Offer), the relevant Issuer consents to the use of the Base Prospectus and the Final Terms in connection with such Public Offer of any Warrants during the period from [ ] until [ ] (the Offer Period) and in the Public Offer Jurisdiction[s] by [ ] / [any financial intermediary] (the Authorised Offeror[s]). [The Authorised Offeror[s] must satisfy the following conditions: [ ]] 7
Element Title For the avoidance of doubt, none of the Dealers or the relevant Issuer shall have any obligation to ensure that an Authorised Offeror complies with applicable laws and regulations and shall therefore have no liability in this respect. The relevant Issuer accepts responsibility, in the Public Offer Jurisdiction[s], for the content of the Base Prospectus in relation to any person (an Investor) in such Public Offer Jurisdiction[s] to whom an offer of any Warrants is made by any Authorised Offeror and where the offer is made during the period for which that consent is given. However, neither the relevant Issuer nor any Dealer has any responsibility for any of the actions of any Authorised Offeror, including compliance by an Authorised Offeror with applicable conduct of business rules or other local regulatory requirements or other securities law requirements in relation to such offer. [An Investor intending to acquire or acquiring any Warrants in a public offer from an Authorised Offeror will do so, and offers and sales of the Warrants to an Investor by an Authorised Offeror will be made, in accordance with any terms and other arrangements in place between such Authorised Offeror and such Investor including as to price allocations and settlement arrangements (the Terms and Conditions of the Public Offer). The Issuer will not be a party to any such arrangements with Investors (other than the Dealers) in connection with the offer or sale of the Warrants and, accordingly, the Base Prospectus and any Final Terms will not contain such information. The Terms and Conditions of the Public Offer shall be provided to Investors by that Authorised Offeror at the time of the Public Offer. Neither the relevant Issuer nor any of the Dealers or other Authorised Offerors has any responsibility or liability for such information.] [Not Applicable] 8
[[Section B Issuer] Element Title B.1 Legal and commercial name of the Issuer B.2 Domicile/ legal form/ legislation/ country of incorporation Natixis Structured Issuance SA is the legal name. Natixis Structured Issuance is the commercial name. Natixis Structured Issuance SA is domiciled at 51, avenue JF Kennedy, L-1855 Luxembourg. It is incorporated in the Grand Duchy of Luxembourg (Luxembourg) and under the laws of Luxembourg as a société anonyme (public limited liability company). B.4b Trend information Not Applicable - There are no known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the Issuer's prospects for its current financial year. B.5 Description of the Group Natixis Structured Issuance SA is a wholly owned indirect subsidiary of NATIXIS. With effect as of 31 July 2009 (non-inclusive), NATIXIS was affiliated with BPCE, the central body for the new banking group formed by the combination of Groupe Banque Populaire and Groupe Caisse d'epargne, which closed on 31 July 2009. This affiliation with BPCE is governed by article L.511-30 of the French Monetary and Financial Code (Code Monétaire et Financier). As central body and pursuant to article L. 511-31 of the French Monetary and Financial Code, BPCE is responsible for guaranteeing the liquidity and solvency of NATIXIS. BPCE is the main shareholder of NATIXIS and, as such, exercises the responsibilities laid out by banking regulations. B.9 Profit forecast or estimate Not Applicable - No profit forecasts or estimates have been made in the Base Prospectus. B.10 Audit report qualifications Not Applicable No qualifications are contained in any audit report included in the Base Prospectus. B.12 Selected historical key financial information As of 31 December 2016, Natixis Structured Issuance SA total assets were 4,400,634,502.36. The profit of Natixis Structured Issuance SA as of 31 December 2016 was 181,716.38. 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 9
Element Title Material adverse change in the prospects of the issuer since the date of its last published audited financial statements: Significant changes in the financial or trading position subsequent to the period covered by the historical financial information 632,531.84. Not applicable. There has been no material adverse change in the prospects of Natixis Structured Issuance SA since 31 December 2016. Not Applicable. There has been no significant change in the financial or trading position of Natixis Structured Issuance SA since 31 December 2016. B.13 Events impacting the Issuer's solvency B.14 Dependence upon other group entities Not Applicable - There are no recent events particular to the Issuer which are to a material extent relevant to the evaluation of the Issuer's solvency. Natixis Structured Issuance SA is a wholly owned indirect subsidiary of NATIXIS. It is dependent upon its owner NATIXIS. B.15 Principal activities The principal activities of Natixis Structured Issuance SA are, inter alia, to acquire, deal with and/or provide finance in the form of loans, options, derivatives and other financial assets and financial instruments in any form and of any nature, to obtain funding by the issue of Warrants or other financial instruments and to enter into agreements and transactions in connection thereto. B.16 Controlling shareholders Natixis Structured Issuance SA is a wholly owned indirect subsidiary of NATIXIS. Natixis Structured Issuance SA is 100% owned by Natixis Trust, which in turn is owned by NATIXIS. BPCE is the main shareholder of NATIXIS and, as such, exercises the responsibilities laid out by banking regulations. As at 31 December 2016, BPCE held 71% of the share capital of NATIXIS. B.18 Description of the Guarantee NATIXIS has granted certain undertakings for the benefit of the holders of certain financial instruments (which expression includes Warrants issued under the Programme) of the Issuer in an irrevocable and unconditional guarantee dated 23 January 2014 (the NATIXIS Guarantee). The Warrants issued by Natixis Structured Issuance SA will benefit from the NATIXIS Guarantee. NATIXIS therefore irrevocably and unconditionally guarantees to the holder of each such Warrants due payment of all sums expressed to be payable by Natixis Structured Issuance SA under the Warrants upon demand from the relevant holder of such 10
Element Title Warrants in accordance with the provisions of the NATIXIS Guarantee. B.19 NATIXIS as Guarantor The Warrants will benefit from the NATIXIS Guarantee.] 11
Section B [Issuer]/[Guarantor] Element [B.19/]B.1 [B.19/]B.2 Title Legal and commercial name of the [Issuer] [Guarantor] Domicile/ legal form/ legislation/ country of incorporation NATIXIS NATIXIS is domiciled at 30, avenue Pierre Mendès, France. It is incorporated in and under the laws of France as a limited liability company (société anonyme à Conseil d'administration). [B.19/]B.4b Trend information The global economic outlook promises to remain mediocre for both 2016 and 2017, with an economic downturn in Europe and especially France (return of inflation, slowdown in consumer spending, profit erosion for companies with energy-intensive production lines) liable to have repercussions on provisions for credit losses and adversely affect Natixis capital adequacy. On 3 March 2017, NATIXIS share capital was increased to 5,019,776,380.80, divided into 3,137,360,238 fully paid up shares of 1.60 euro each. [B.19/]B.5 Description of the Group With effect as of 31 July 2009 (non-inclusive), NATIXIS was affiliated with BPCE, the central body for the new banking group formed by the combination of Groupe Banque Populaire and Groupe Caisse d'epargne, which closed on 31 July 2009. This affiliation with BPCE is governed by article L.511-30 of the French Monetary and Financial Code (Code Monétaire et Financier). As central body and pursuant to article L. 511-31 of the French Monetary and Financial Code, BPCE is responsible for guaranteeing the liquidity and solvency of NATIXIS. BPCE is the main shareholder of NATIXIS and, as such, exercises the responsibilities laid out by banking regulations. [B.19/]B.9 Profit forecast or estimate Not Applicable - No profit forecasts or estimates have been made in the Base Prospectus. [B.19/]B.10 Audit report qualifications Not Applicable - No qualifications are contained in any audit report included in the Base Prospectus. [B.19/]B.12 Selected historical key financial information As at 31 December 2016, NATIXIS' total assets were 527.8 billion. Natixis' net revenue for the year ended 31 December 2016 was 8,718 million, its gross operating income was 2,480 million and its net income (group share) was 1,374 million. 12
Element Title As at 31 December 2015, NATIXIS total assets were 500.3 billion. NATIXIS net revenue for the year ended 31 December 2015 was 8,704 million, its gross operating income was 2,749 million and its net income (group share) was 1,344 million. [B.19/]B.13 [B.19/]B.14 Statements of no material adverse change in the prospects of the issuer since the date of its last published audited financial statements: Description of significant changes in the financial or trading position subsequent to the period covered by the historical financial information: Events impacting the Issuer's solvency Dependence upon other group entities There has been no material adverse change in the prospects of NATIXIS since 31 December 2016. There has been no significant change in the financial or trading position of NATIXIS since 31 December 2016. Please see Element [B.19/]B.12 above "Description of significant changes in the financial or trading position subsequent to the period covered by the historical financial information". Please see Element [B.19/]B.5 above and [B.19/]B.16 below. NATIXIS is not dependent on other group entities. [B.19/]B.15 Principal activities NATIXIS is the corporate, investment management and financial services arm of Groupe BPCE, which is second in terms of market share in France. (source: Banque de France) NATIXIS has a number of areas of first-rank recognised expertise in three core businesses: Corporate and investment banking Investment Solutions (asset management, insurance, private banking, private equity) Specialised Financial Services NATIXIS has a long-lasting commitment to its own client base of companies, financial institutions and institutional investors as well as the client base of individuals, professionals and small- and medium-size businesses of Groupe BPCE retail banking networks (Caisse d'epargne and Banque Populaire). [B.19/]B.16 Controlling shareholders BPCE is the main shareholder of NATIXIS and, as such, 13
Element Title exercises the responsibilities laid out by banking regulations. As at 31 December 2016, BPCE held 71% of the share capital of NATIXIS. [B.19/]B.17 Credit ratings The long term senior unsecured debt of NATIXIS is rated A2 (stable) by Moody s Investors Inc. (Moody s), A (stable) by Standard and Poor s Ratings Services (S&P) and A (stable) by Fitch Ratings Ltd. (Fitch). Each of Moody s, S&P and Fitch is established in the European Community and is registered under Regulation (EC) No 1060/2009 (as amended) (the CRA Regulation). The European Securities and Markets Authority publishes on its website (www.esma.europa.eu/page/list-registeredand-certified-cras) a list of credit rating agencies registered in accordance with the CRA Regulation. That list is updated within five working days following the adoption of a decision under Article 16, 17 or 20 CRA Regulation. The European Commission shall publish that updated list in the Official Journal of the European Union within 30 days following such update. Section C Securities Element Title C.1 Description of Warrants/ISIN The securities are Warrants. International Securities Identification Number (ISIN): [ ] Common Code: [ ] C.2 Currency The Settlement Currency is [ ]. C.5 Restrictions on transferability Not Applicable - There are no restrictions on the free transferability of the Warrants. C.8 Rights attached to the Warrants, including ranking and limitations on those rights Rights attached to the Warrants Each holder of the Warrants has the right vis-à-vis the Issuer to claim payment when such payments are due. Guarantee The Warrants benefit from an unconditional and irrevocable guarantee for the due payment of all sums 14
Element Title expressed to be payable by Natixis Structured Issuance SA. Settlement The Warrants will be settled by [cash payment][physical delivery]. Early Settlement [In case of an early settlement at the option of the Issuer insert: Early Settlement Warrants may be settled early for taxation reasons at the option of the Issuer.] Settlement for Taxation Reasons [Except as described in "Early Settlement" above,] [E][e]arly settlement will only be permitted if payments in respect of the Warrants become non-deductible by NATIXIS for French tax purposes. Resolutions of Holders The Terms and Conditions of the Warrants provide for resolutions of holders. Ranking of the Warrants (Status) The Warrants are direct, unconditional, unsecured and unsubordinated obligations of the Issuer and rank and will rank pari passu with all present and future unsecured and unsubordinated obligations of the Issuer, without any preference among themselves and without any preference one above the other by reason of priority of date of issue, any currency of payment or otherwise, except for obligations given priority by law. Limitation of the rights Prescription Claims against the Issuer for payment in respect of the Warrants shall be prescribed and become void unless presented for payment within ten years (in the case of principal) or five years (in the case of interest) from the appropriate Relevant Date in respect of them. C.11 Admission to trading Warrants issued under the Programme may be admitted to trading on the Luxembourg Stock Exchange or such other stock exchange or market specified below. 15
Element Title [Application [has been][is expected to be] made by the Issuer (or on its behalf) for the Warrants to be admitted to trading on the [regulated market of the Luxembourg Stock Exchange/[ ]] [Not Applicable] [The Warrants are not intended to be admitted to trading on any market.] C.15 Any underlying which may affect the value of the Warrants The [Cash Settlement Amount to be paid] [amount of shares that the Holder is entitled to receive] under the Warrants depends on the value of the Underlying, which thereby affects the value of the investment. [The objective of the Vanilla is to [pay an amount] [deliver an amount of shares] linked to the performance of the Selection.] [A Whale Vanilla Warrant delivers an amount [of shares] that is related to the performance of the Selection.] [A Power Call Warrant delivers an amount [of shares] that is linked to the performance of the Selection. This amount is multiplied by a factor also determined on the basis of the performance of the Selection. Consequently, the Power Call is impacted by the square of the performance of the Selection..] [A Conditional Vanilla Warrant delivers an amount [of shares] that is proportional to the final performance of the Selection. Payment is however conditional on the occurrence of one or several market events.] [A Super Asian Warrant delivers [a Cash Settlement Amount] [an amount of shares] that is proportional to an improved average of the Basket Performances at all Valuation Dates. A Performance at a Valuation Date is retained for the calculation of the final average only if it enhances the [Cash Settlement Amount for] [amount of shares to be delivered to] the Holder.] [A FMA Vanilla Warrant delivers [a final interest amount] [an amount of shares with a value] equal to the arithmetic average of several optional amounts, the value being a simple function of the performance of the Selection, subject to a local cap and a local floor.] [The Individual Cap Warrant delivers [a Cash Settlement Amount] [an amount of shares with a value] calculated as the weighted average of the Individual Performances of all Underlyings, subject to a global lower bound (GlobalFloor). Each Individual Performance is subject as 16
Element Title well to an upper bound (Cap) and a lower bound (Floor).] [The Cappuccino Warrant delivers [a Cash Settlement Amount] [an amount of shares with a value] calculated as the weighted average of the Individual Performances of all Underlyings, subject to a global lower bound (GlobalFloor). Each Individual Performance is fixed at a constant level (Cappuccino) as soon as it triggers a barrier (H).] [The Fixed Best Warrant delivers [a Cash Settlement Amount] [an amount of shares with a value] calculated as the weighted average of the Individual Performances of all Underlyings, subject to a global lower bound (Floor). If an Individual Performance is among the "nbf" best performances, then its value is fixed at a constant level (F). The other Performances stay with their actual value.] [The Inter-Basket dispersion Warrant delivers [a Cash Settlement Amount] [an amount of shares with a value] that depends on the difference between the Performances of two Selections.] [The Warrant linked to a Management Strategy delivers [a Cash Settlement Amount] [an amount of shares with a value] that depends on the Performance of an algorithmic strategy.] [The Autocall Warrant offers the possibility of an automatic early exercise of the Warrant, if the performance of the Selection is above a certain threshold. In such case the Warrant is settled [at par] [by the delivery of an amount of shares with a value equal to par], as increased by a positive interest amount.] C.16 Exercise date/final reference date [[The Settlement Date of the Warrants is [ ].]/[In the case of Open-ended Warrants: The Warrants are open-ended Warrants]] [In the case of European Style Warrants insert: The Exercise Date of the Warrants is [ ], provided that, if such date is not an Exercise Business Day, the Exercise Date shall be the immediately [preceding][succeeding] Exercise Business Day.] [In the case of American Style Warrants insert: The Exercise Period of the Warrants is [From and including [ ] to and including [ ] [, or if [ ] is not an Exercise Business Day, the immediately [succeeding] Exercise Business Day.]]] 17
Element Title [In the case of Bermudan Style Warrants insert: [The Potential Exercise Dates are: [ ].] C.17 Settlement procedure of derivative securities The Warrants will be settled by [cash payment][physical delivery]. C.18 Return on derivative securities [In the case of Cash Settled Warrants insert: The return of the Warrants is a cash amount calculated in accordance with the following formula: [insert formula]] [In the case of Physical Delivery Warrants insert: [The return of the Warrants is an amount of shares with a value calculated in accordance with the following formula: [insert formula]] [The return of the Warrants is the delivery of an amount of shares calculated in accordance with the following formula: Number of [Warrants][Units] multiplied by the Parity] [The warrants are open-ended Warrants and have no exercise date and no fixed settlement date. The Issuer will therefore only be liable in respect of the settlement of each Warrant, to pay [or deliver] or procure payment [or delivery] of an early settlement amount (as the case may be). C.19 Exercise price/final reference price of the underlying [Not applicable, there is no final reference price of the underlying] [Final Price: [insert final price]] [Reference Price: [insert final price]] C.20 Underlying The Underlying is [a [share][debt instrument]][an index][a fund][a commodity][a currency][a basket of [shares][debt instruments][indices][funds][commodities]: [insert name of the Underlying] Information on the historical and ongoing performance of the Underlying and its volatility can be obtained [on the public website [ ]] [insert source of information]. Section D Risks Element Title 18
Element Title D.2 Key risks regarding the Issuers [The significant risks with regard to NATIXIS are set out below. The significant risks relating to the macroeconomic environment and financial crisis include: adverse market or economic conditions may cause a decrease in the net banking income, profitability and financial position of NATIXIS; the possible strengthening of regulations applicable to the financial sector, dictated by the financial crisis, could give rise to the introduction of new compliance restrictions; conditions in the financial markets, particularly the primary and secondary debt markets, may have a significant negative effect upon NATIXIS; and NATIXIS has suffered significant losses, and may continue to suffer losses, on its portfolio of assets affected by the financial crisis. The significant risks with regard to the structure of NATIXIS include: NATIXIS' principal shareholder has a significant influence over certain corporate actions; the risk management policies and procedures of NATIXIS are subject to the approval and control of BPCE; and NATIXIS' refinancing is through BPCE. The significant risks with regard to the structure of NATIXIS operations and the banking sector include: NATIXIS is exposed to several categories of risk inherent to banking operations; credit risk; market, liquidity and financing risk; operational risks; insurance risk; NATIXIS might not be able to implement its new corporate and business strategy as effectively as it 19
Element Title intends; any substantial increase in provisions or loss in excess of the previously recorded level of provisions could adversely affect NATIXIS operating income or financial position; NATIXIS ability to attract and retain qualified employees is critical to the success of its business and failure to do so may materially affect its performance; future events may be different than those reflected in the assumption used by the management in the preparation of NATIXIS financial statements, which may cause unexpected losses in the future; market fluctuations and volatility may expose NATIXIS to the risk of losses in relation to its trading and investment operations; NATIXIS may generate lower revenues from brokerage and other commission and fee-based businesses during market downturns; significant interest rate changes could adversely affect NATIXIS net banking income or profitability; changes in exchange rates can significantly affect NATIXIS results; any interruption or failure of NATIXIS information systems, or those of third parties, may result in lost business and other losses; unforeseen events may cause an interruption of NATIXIS operations and cause substantial losses and additional costs; NATIXIS may be vulnerable to political, macroeconomic and financial environments or specific circumstances in the countries where it does business; NATIXIS is subject to significant regulation in France and in several other countries where it operates; regulatory actions and changes in these regulations could adversely affect NATIXIS business and results; tax law and its application in France and in the 20
Element Title countries where NATIXIS operates are likely to have a significant impact on NATIXIS results; despite the risk management policies, procedures and methods put in place, NATIXIS may be exposed to unidentified or unanticipated risks, likely to give rise to significant losses; the hedging strategies implemented by NATIXIS do not eliminate all risk of loss; NATIXIS may encounter difficulties in identifying, executing and integrating its policy in relation to acquisitions or joint ventures; intense competition, both in NATIXIS home market of France, its largest market, and internationally, could adversely affect NATIXIS net banking income and profitability; the financial soundness and behaviour of other financial institutions and market participants could have an adverse impact on NATIXIS; NATIXIS profitability and business prospects could be adversely affected by reputational and legal risk; and a prolonged fall in the markets may reduce the liquidity of assets and make it more difficult to sell them. Such a situation could give rise to significant losses.] [The significant risks with regard to Natixis Structured Issuance SA include that: the Warrants constitute general and unsecured contractual obligations of Natixis Structured Issuance SA which will rank equally with all other unsecured contractual obligations of Natixis Structured Issuance SA; any purchaser of the Warrants has to rely upon the creditworthiness of the Issuer and no other person (subject to the NATIXIS Guarantee) as an investor has no rights in relation to the relevant Underlying; as Natixis Structured Issuance SA is incorporated and has its centre of main interests in Luxembourg, insolvency proceedings with respect to Natixis Structured Issuance SA may proceed under, and be governed by, Luxembourg insolvency laws. The 21
Element Title insolvency laws of Luxembourg may not be as favourable to investors interests as those of other jurisdictions with which investors may be familiar and may limit the ability of Warrantholders to enforce the terms of the Warrants. Insolvency proceedings may have a material adverse effect on Natixis Structured Issuance SA s business and assets and its obligations under the Warrants as Issuer; Natixis Structured Issuance SA is exposed to the creditworthiness of NATIXIS; the entire issue proceeds from the issuance of the Warrants are usually passed through to NATIXIS and Natixis Structured Issuance SA will usually enter into certain hedging agreements with NATIXIS or other counterparties and that, therefore, the Issuer has to bear the solvency and credit risks of these other counterparties and of NATIXIS provided that an holder of a Warrant is also exposed to NATIXIS s credit risk from the NATIXIS Guarantee; potential conflicts of interest may arise between the interests of Natixis Structured Issuance SA and the interests of its counterparties, partners, shareholders or subsidiaries or affiliated companies of NATIXIS and of Natixis Structured Issuance SA unforeseen events can lead to an abrupt interruption of Natixis Structured Issuance SA s or Natixis Structured Issuance SA s affiliates operations, which can cause substantial losses in relation to property, financial assets, trading positions and key employees of Natixis Structured Issuance SA; any failure or interruption or breach in security of the communications and information systems could result in failures or interruptions in Natixis Structured Issuance SA s organisation systems which could have a material adverse effect on Natixis Structured Issuance SA s financial condition and results of operations.] D.6 Key risks regarding the Warrants Exposure to the Creditworthiness of the Issuer or the Guarantor By investing in the Warrants, investors must rely on the creditworthiness of the relevant Issuer (and in the case of Warrants issued by Natixis Structured Issuance SA with the benefit of the NATIXIS Guarantee, NATIXIS) and no other 22
Element Title person. Warrants may not be a suitable investment for all investors The Warrants may not be a suitable investment for all investors. Each potential investor in the Warrants must determine the suitability of that investment in light of its own circumstances. Liquidity Risk It is not possible to predict the price at which Warrants will trade in the secondary market or whether such market will be liquid or illiquid. To the extent Warrants of a particular issue are exercised, the number of Warrants of such issue outstanding will decrease, resulting in a diminished liquidity for the remaining Warrants of such issue. A decrease in the liquidity of an issue of Warrants may cause, in turn, an increase in the volatility associated with the price of such issue of Warrants. General risks relating to Underlyings The Warrants involve a high degree of risk, which may include, among others, interest rate, foreign exchange, time value and political risks. Prospective purchasers of Warrants should recognise that their Warrants, other than any Warrants having a minimum expiration value, may expire worthless. Purchasers of Warrants risk losing their entire investment if the value of the Underlying does not move in the anticipated direction. Certain considerations regarding hedging Prospective purchasers intending to purchase Warrants to hedge against the market risk associated with investing in an Underlying, should recognise the complexities of utilising Warrants in this manner. [Minimum exercise amount and Units A Warrantholder must tender or, in the case of Automatic Exercise, hold [insert minimum exercise amount] Warrants at any one time in order to exercise or exercise Warrants in Units. Thus, Warrantholders with fewer than [insert minimum exercise amount] Warrants or the number of Warrants constituting a Unit will either have to sell their Warrants or purchase additional Warrants, incurring transaction costs in each case, in order to realise their investment. Furthermore, holders of such Warrants incur the risk that there may be differences between the trading price of such Warrants and the Cash Settlement Amount (in 23