NATIXIS STRUCTURED ISSUANCE SA. Warrant Programme

Similar documents
NATIXIS STRUCTURED ISSUANCE SA. Warrant Programme

NATIXIS STRUCTURED ISSUANCE SA. Warrant Programme

FIRST SUPPLEMENT DATED 1 MARCH 2016 TO THE BASE PROSPECTUS DATED 29 DECEMBER 2015

NATIXIS STRUCTURED ISSUANCE SA. Warrant Programme

FIFTH SUPPLEMENT DATED 4 APRIL 2018 TO THE BASE PROSPECTUS DATED 22 JUNE 2017

THIRD SUPPLEMENT DATED 16 NOVEMBER 2017 TO THE BASE PROSPECTUS DATED 22 JUNE 2017

NATIXIS STRUCTURED ISSUANCE SA. Warrant Programme

This Supplement will be published on the Luxembourg Stock Exchange's website

SIXTH SUPPLEMENT DATED 27 SEPTEMBER 2016 TO THE BASE PROSPECTUS DATED 29 DECEMBER 2015

SECOND SUPPLEMENT DATED 2 OCTOBER 2017 TO THE BASE PROSPECTUS DATED 22 JUNE 2017

Supplement No. 1 dated 25 September Certificates NATIXIS STRUCTURED PRODUCTS LIMITED

SECOND SUPPLEMENT DATED 8 DECEMBER 2017 TO THE BASE PROSPECTUS DATED 15 SEPTEMBER 2017

PSA BANQUE FRANCE 4,000,000,000. Euro Medium Term Note Programme

Programme for the issuance of Credit Linked Securities ISDA Credit Definitions Version

Debt Instruments Issuance Programme

FIRST SUPPLEMENT DATED 16 NOVEMBER 2018 TO THE BASE PROSPECTUS DATED 14 SEPTEMBER 2018

SGA SOCIÉTÉ GÉNÉRALE ACCEPTANCE N.V. Securitised Derivatives Programme. irrevocably and unconditionally guaranteed by SOCIÉTÉ GÉNÉRALE AND

KPMG Audit 1, cours Valmy Paris La Défense Cedex. Air France-KLM S.A.

Mazars KPMG Audit Deloitte & Associés Carrefour Statutory Auditors Reports on share capital transactions

KPMG Audit 1, cours Valmy Paris La Défense Cedex. Air France-KLM S.A.

SGA SOCIÉTÉ GÉNÉRALE ACCEPTANCE N.V. Securitised Derivatives Programme Irrevocably and unconditionally guaranteed by SOCIÉTÉ GÉNÉRALE

THIRD SUPPLEMENT DATED 29 JANUARY 2018 TO THE BASE PROSPECTUS DATED 15 SEPTEMBER 2017

PROSPECTUS SUPPLEMENT NO. 6 TO THE BASE PROSPECTUS DATED 15 NOVEMBER 2017

PSA BANQUE FRANCE 4,000,000,000. Euro Medium Term Note Programme

RTE Réseau de transport d'électricité

Credit Suisse AG Credit Suisse International

ING BELGIUM INTERNATIONAL FINANCE S.A.

Warrants Issuance Programme

Debt Instruments Issuance Programme

UNIBAIL-RODAMCO SE RODAMCO EUROPE FINANCE B.V. RODAMCO SVERIGE AB. EURO 15,000,000,000 Guaranteed Euro Medium Term Note Programme UNIBAIL-RODAMCO SE

FOURTH SUPPLEMENT TO THE BASE PROSPECTUS DATED 24 SEPTEMBER 2009

SUPPLEMENT DATED 4 SEPTEMBER 2009 TO THE BASE PROSPECTUS DATED 4 JUNE GCE Covered Bonds (duly licensed French credit institution)

CITIGROUP GLOBAL MARKETS HOLDINGS INC. (a corporation duly incorporated and existing under the laws of the State of New York) and

SFIL 5,000,000,000 Euro Medium Term Note Programme

mfinance FRANCE S.A. 3,000,000,000 Euro Medium Term Note Programme unconditionally and irrevocably guaranteed by mbank S.A.

CAISSE CENTRALE DU CREDIT IMMOBILIER DE FRANCE 3CIF

Arranger Crédit Agricole CIB. Dealers Crédit Agricole CIB Crédit Agricole Securities Asia B.V., Tokyo Branch

SUPPLEMENT DATED 15 NOVEMBER 2018 TO THE BASE PROSPECTUS DATED 24 MAY MEDIOBANCA - Banca di Credito Finanziario S.p.A.

FIRST SUPPLEMENT TO THE PROSPECTUS DATED 4 AUGUST 2015

FIRST SUPPLEMENT TO THE PROSPECTUS DATED 8 SEPTEMBER 2015

THIRD REGISTRATION DOCUMENT SUPPLEMENT. MORGAN STANLEY & CO. INTERNATIONAL plc (incorporated with limited liability in England and Wales)

SECOND SUPPLEMENT DATED 14 AUGUST 2012 TO THE BASE PROSPECTUS DATED 26 JUNE 2012

FOURTH UPDATE TO THE 2014 REGISTRATION DOCUMENT FILED WITH THE AMF ON DECEMBER 28, 2015

Third update to the 2017 Registration Document filed with the Autorité des Marchés Financiers (AMF) on November 13, 2018

S.A. 32,000,000,000 PROGRAMME FOR THE ISSUANCE OF DEBT INSTRUMENTS

BNP PARIBAS (incorporated in France) (as Issuer and Guarantor) BNP PARIBAS ARBITRAGE ISSUANCE B.V. (incorporated in the Netherlands) (as Issuer)

Second Supplement dated 27 November to the Warrant and Certificate Programme Base Prospectus dated 24 August 2015

Amendment to Program Information

J.P. Morgan Structured Products B.V. (incorporated with limited liability in The Netherlands)

THIRD SUPPLEMENT DATED 19 SEPTEMBER 2013 TO THE BASE PROSPECTUS

CITIGROUP GLOBAL MARKETS HOLDINGS INC. (a corporation duly incorporated and existing under the laws of the State of New York) and

BAYER AKTIENGESELLSCHAFT (incorporated in the Federal Republic of Germany) as Issuer and as Guarantor for Notes issued by

SUPPLEMENT DATED 14 AUGUST 2018 TO THE BASE PROSPECTUS DATED 20 DECEMBER 2017, AS SUPPLEMENTED ON 16 FEBRUARY 2018

RECYLEX. Statutory auditors special report on regulated agreements and commitments

N.V. Bank Nederlandse Gemeenten

SUPPLEMENT DATED 30 DECEMBER 2016 TO THE BASE PROSPECTUS DATED 20 JULY 2016 SOCIÉTÉ GÉNÉRALE. as Issuer and Guarantor (incorporated in France) and

SECOND PROSPECTUS SUPPLEMENT DATED 19 APRIL 2017 TO THE BASE PROSPECTUS DATED 26 SEPTEMBER 2016 AND THE PROSPECTUS SUPPLEMENT DATED 18 OCTOBER 2016

Euro Medium Term Note Programme

SUPPLEMENT DATED 8 AUGUST 2018 TO THE BASE PROSPECTUSES LISTED IN THE SCHEDULE. Credit Suisse AG. Credit Suisse International

BAYER AKTIENGESELLSCHAFT (incorporated in the Federal Republic of Germany) as Issuer and as Guarantor for Notes issued by

FIRST SUPPLEMENT TO THE BASE PROSPECTUS DATED 5 SEPTEMBER RCI BANQUE (incorporated in France as a "société anonyme")

J.P. Morgan Structured Products B.V. (incorporated with limited liability in The Netherlands)

Düsseldorfer Hypothekenbank Aktiengesellschaft

BAYER AKTIENGESELLSCHAFT (incorporated in the Federal Republic of Germany) as Issuer and as Guarantor for Notes issued by

SUPPLEMENT NO. 2 DATED 21 OCTOBER 2010 TO THE BASE PROSPECTUS DATED 6 JULY 2010 AMENDING AND SUPERSEDING SUPPLEMENT NO. 1 DATED 12 OCTOBER 2010

CITIGROUP INC. (incorporated in Delaware) and

OTP. Euro Medium. must be. Bank Nyrt. issuance. Secteur. anything. (b) any. will prevail. or other

Statutory Auditors report on the issue of shares and/or various securities with/without waiver of pre-emptive subscription rights

LVMH MOËT HENNESSY LOUIS VUITTON

40,000,000,000 Euro Medium Term Note Programme

REGISTRATION DOCUMENT. (the "Issuer")

J.P. Morgan Structured Products B.V. (incorporated with limited liability in The Netherlands)

BAYER AKTIENGESELLSCHAFT (incorporated in the Federal Republic of Germany) as Issuer and as Guarantor for Notes issued by

First Supplement dated 13 December 2017 to the Base Prospectus dated 13 October 2017

EDF S.A. $1,500,000,000 Reset Perpetual Subordinated Notes

CITIGROUP GLOBAL MARKETS HOLDINGS INC. (a corporation duly incorporated and existing under the laws of the State of New York) and

PROSPECTUS SUPPLEMENT N 3 DATED 22 SEPTEMBER 2017 TO THE BASE PROSPECTUS DATED 14 OCTOBER 2016

PROSPECTUS SUPPLEMENT DATED 14 NOVEMBER 2016 TO THE BASE PROSPECTUS DATED 7 MARCH 2016

as approved by the BaFin on 9 June 2017 in accordance with Section 13 para. 1 German

NATIONAL BANK OF GREECE S.A. (incorporated with limited liability in the Hellenic Republic)

London Stock Exchange. International Securities Market Rulebook

PROSPECTUS SUPPLEMENT NO. 7 DATED 16 FEBRUARY 2009 TO THE BASE PROSPECTUS DATED 16 APRIL 2008 EUR 50,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME

Supplement N 1 Dated 9 September 2016 To the Base Prospectus dated 27 July 2016 CRÉDIT MUTUEL ARKÉA 13,000,000,000 EURO MEDIUM TERM NOTE PROGRAMME

SUPPLEMENT DATED 4 JANUARY 2019 TO THE BASE PROSPECTUS DATED 4 JULY 2018 SOCIÉTÉ GÉNÉRALE. as Issuer and Guarantor (incorporated in France) and

(Incorporated as a joint stock company in the Republic of Austria under registered number FN m)

SUPPLEMENT DATED 7 NOVEMBER 2018 TO THE BASE PROSPECTUSES LISTED IN THE SCHEDULE. Credit Suisse AG. Credit Suisse International

Amendment to Program Information

FIRST SUPPLEMENT DATED 6 AUGUST 2018 TO THE DEBT ISSUANCE PRO GRAMME PRO SPECTUS DATED 9 MAY 2018

CNP ASSURANCES 1,250,000,000 UNDATED JUNIOR SUBORDINATED FIXED TO FLOATING RATE NOTES. Issue Price: per cent.

Amendment to Program Information

Warrants Issuance Programme

BANQUE PALATINE (société anonyme à conseil d administration) 5,000,000,000 Euro Medium Term Note Programme

THIRD SUPPLEMENT TO THE BASE PROSPECTUS DATED 3 SEPTEMBER RCI BANQUE (incorporated in France as a "société anonyme")

ANNEXES TO THE TECHNICAL ADVICE

FOURTH SUPPLEMENT DATED 30 APRIL 2018 TO THE BASE PROSPECTUS DATED 19 MAY 2017 BANQUE INTERNATIONALE A LUXEMBOURG, SOCIETE ANONYME

ALPHA CREDIT GROUP PLC (incorporated with limited liability in England and Wales) as Issuer and

ANNEXES. Annex 1: Schedules and building blocks. Annex 2: Table of combinations of schedules and building blocks

BANQUE PALATINE (société anonyme à conseil d administration) 5,000,000,000 Euro Medium Term Note Programme

Amendment to Program Information

PROSPECTUS SUPPLEMENT N 1 DATED 21 SEPTEMBER 2016 TO THE BASE PROSPECTUS DATED 29 JUNE 2016

Transcription:

FIFTH SUPPLEMENT DATED 25 FEBRUARY 2015 TO THE BASE PROSPECTUS DATED 19 MARCH 2014 (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 Fifth Supplement ) is supplemental to, and should be read in conjunction with the Base Prospectus dated 19 March 2014 (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 supplemented by the first supplement dated 2 April 2014, the second supplement dated 6 August 2014, the third supplement dated 12 September 2014 and the fourth supplement dated 23 October 2014 (together the Base Prospectus ), as approved on 19 March 2014, 2 April 2014, 6 August 2014, 12 September 2014 and 23 October 2014 respectively by the Commission de Surveillance du Secteur Financier (the CSSF ) for the purposes of Article 5.4 of Directive 2003/71/EC, as amended by Directive 2010/73/EC (the Prospectus Directive ) and Article 13 of Chapter 1 of Part II of the Luxembourg Law on Prospectuses for Securities dated 10 July 2005 (the Luxembourg Law ). This Supplement constitutes a Supplement to the Base Prospectus for the purposes of Article 16 of the Prospectus Directive and Article 13 of chapter 1 of Part II of the Luxembourg Law for the purposes of updating certain information contained in the Base Prospectus as described. The Issuers accept responsibility for the information contained or incorporated by reference in this Supplement. The Issuers confirm that, having taken all reasonable care to ensure that such is the case, the information contained or incorporated by reference in this Supplement is, to the best of their knowledge, in accordance with the facts and does not omit anything likely to affect the import of such information. This Supplement is not intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by the Issuers that any recipient of this Supplement or any other financial statements should purchase the Notes. Unless the context otherwise requires, terms defined in the Base Prospectus shall have the same meaning when used in this Supplement. Save as disclosed in this Supplement, there has been no other significant new factor, material mistake or inaccuracy relating to information included in the Base Prospectus since the publication of the Base Prospectus. To the extent that there is any inconsistency between (a) any statement in this Supplement 1

or any statement incorporated by reference into the Base Prospectus by this Supplement and (b) any other statement in or incorporated by reference in the Base Prospectus, the statements in (a) above will prevail. In accordance with Article 13 paragraph 2 of the Luxembourg Law, investors who have already agreed to purchase or subscribe for any Notes before this Supplement is published, have the right, exercisable within a time limit of two working days after the publication of this Supplement (no later than 2 March 2015), to withdraw their acceptances. This Supplement will be published on the Luxembourg Stock Exchange's website www.bourse.lu. 2

DOWNGRADE IN THE RATING S PERSPECTIVE ALLOCATED BY MOODY S TO NATIXIS On 9 December 2014, Moody s Investors Services Inc. (Moody s) has downgraded the perspective of NATIXIS long term senior unsecured debt from stable to negative. From the date of this Supplement, the reference to Moody s ratings in respect of NATIXIS long term senior unsecured debt is replaced as follows: A2 (negative) on the second page of the Base Prospectus. SUMMARY The following paragraph is inserted as a first paragraph in the information contained in the Base Prospectus on page 9 of the section B.12 under the heading Selected historical key financial information : As at 31 December 2014, NATIXIS total assets were 590.4 billion. NATIXIS net revenue for the year ended 31 December 2014 was 7,512 million, its gross operating income was 2,073 million and its net income (group share) was 1,138 million. The financial information in this paragraph is unaudited and is extracted from Natixis press release published on 19 February 2015 relating to the unaudited financial information of Natixis for the fourth quarter ended 31 December 2014 and the unaudited figures for the year ended 31 December 2014. The current paragraph in the Base Prospectus on page 10 of the section B.12 under the heading Statements of no material adverse change or significant change is hereby deleted and replaced in its entirety by the following: There has been no significant change in the financial or trading position of NATIXIS since 31 December 2014 and there has been no material adverse change in the prospects of NATIXIS since 31 December 2013. The last paragraph in the Base Prospectus on page 11 of the section B.16 under the heading Controlling shareholders is hereby deleted and replaced in its entirety by the following: As at 31 December 2014, BPCE held 71.5% of the share capital of NATIXIS. The first paragraph in the Base Prospectus on page 11 of the section B.17 under the heading Credit ratings is hereby deleted and replaced in its entirety by the following: The long term senior unsecured debt of NATIXIS is rated A2 (negative) by Moody s Investors Inc. (Moody s), A (negative) by Standard and Poor s Ratings Services (S&P) and A (stable) by Fitch Ratings Ltd. (Fitch). The current paragraph in the Base Prospectus on page 12 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 2014, the Issuer s total assets were 208,676,813.95. The Issuer s loss as of 30 June 2014 was 46,126.11. The current paragraph in the Base Prospectus on page 12 of the section B.12 under the heading Statements of no material adverse change or significant change is hereby deleted and replaced in its entirety by the following: There has been no significant change in the financial or trading position of Natixis Structured Issuance SA since 30 June 2014 and there has been no material adverse change in the prospects of Natixis Structured Issuance SA since the date of its incorporation. The current paragraph in the Base Prospectus on page 13 of the section 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: There has been no significant change in the financial or trading position of Natixis Structured Issuance SA since 30 June 2014 and there has been no material adverse change in the prospects of Natixis Structured Issuance SA since the date of its incorporation. 3

DOCUMENTS INCORPORATED BY REFERENCE On 19 February 2015, NATIXIS published a press release (the Press Release ) in the English and French language in connection with the unaudited financial information of NATIXIS for the fourth quarter ended 31 December 2014 and the unaudited figures for the year ended 31 December 2014 of NATIXIS. The Press Release (in the English language version) has been filed with the CSSF for the purposes of Article 16 of the Prospectus Directive and Article 13 of the Luxembourg Law, and such Press Release (in the English language version) is incorporated by reference in, and forms part of, this Supplement. The Press Release is available in the English and French language on the website of NATIXIS: 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 44 through to 50 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. NATIXIS 1.1 Articles of incorporation of Natixis Structured Issuance SA; 1.2 the English language version of the registration document of NATIXIS for the financial year ended 31 December 2012 (the NATIXIS 2012 Registration ) excluding the statement of Laurent Mignon at page 444 and of the registration document of NATIXIS for the financial year ended 31 December 2011 (the NATIXIS 2011 Registration ), excluding the statement of Laurent Mignon at page 420; 1.3 The English language version of the registration document of NATIXIS for the half year ended 30 June 2013 (the NATIXIS 2012 Registration Update), excluding the statement of Laurent Mignon at page 178; 4

1.4 NATIXIS press release published on 19 February 2014 relating to the unaudited financial information of NATIXIS for the fourth quarter ended 31 December 2013 and the unaudited figures for the year ended 31 December 2013 (the NATIXIS Press Release); 1.5 The English language version of the registration document of NATIXIS for the financial year ended 31 December 2013 (the NATIXIS 2013 Registration ) excluding the statement of Laurent Mignon at page 438; 1.6 NATIXIS press release published on 31 July 2014 relating to the unaudited financial information of NATIXIS for the second financial quarter and the first semester ended 30 June 3014 (the NATIXIS 2014 July Press Release); 1.7 The English language version of the update to the NATIXIS 2013 Registration and half-year financial report of Natixis for the period ended 30 June 2014 (the NATIXIS 2013 Registration Update ), excluding the statement of Laurent Mignon at page 189, 1.8 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 (the NSI 2014 Interim Accounts ), and 1.9 NATIXIS press release published on 19 February 2015 relating to the unaudited financial information of NATIXIS for the fourth quarter ended 31 December 2014 and the unaudited figures for the year ended 31 December 2014 (the NATIXIS 2015 February Press Release). 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. Annex XI ref: CATEGORY OF INFORMATION 2. STATUTORY AUDITORS 2.1 Names and addresses of NATIXIS auditors for the period covered by the historical financial information (together with their membership in a professional body). 5

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 2012 and 31 December 2013. 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). Page 332 of the NATIXIS 2012 Registration. Pages 335-336 of the NATIXIS 2013 Registration. Names and addresses of the Natixis Structured Issuance SA s statutory auditor (réviseur d entreprises agréés) for the period covered by the historical financial information (together with their membership in a professional body). MAZARS Luxembourg, 10A, Rue Henri M. Schnadt, L-2530 Luxembourg. 2.2 If auditors have resigned, been removed or not been re-appointed during the period covered by the historical financial information, details if material. Not applicable. 3. RISK FACTORS Prominent disclosure of risk factors that may affect NATIXIS ability to fulfil its obligations under the securities to investors. Pages 133 to 187 of the NATIXIS 2013 Registration Page 73 of the NATIXIS 2013 Registration Update 4. INFORMATION ABOUT NATIXIS 4.1 History and development of NATIXIS 4.1.1 The legal and commercial name of NATIXIS: Page 412 of the NATIXIS 2013 Registration 4.1.2 The place of registration of NATIXIS and its registration number: Page 412 of the NATIXIS 2013 Registration 4.1.3 The date of incorporation and the length of life of NATIXIS: Page 412 of the NATIXIS 2013 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 412 and 454 of the NATIXIS 2013 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 6 and 7, and 135 of the NATIXIS 2013 Registration 5. BUSINESS OVERVIEW 6

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 12 to 26 of the NATIXIS 2013 Registration 5.1.2 Indication of any significant new products and/or activities: Pages 12 to 29, 135 to 138 and 328 of the NATIXIS 2013 Registration 5.1.3 Brief description of the principal markets in which NATIXIS competes: Pages 149 and 301 to 307 of the NATIXIS 2013 Registration 5.1.4 The basis for any statements in the registration document made by the issuer regarding its competitive position: Pages 10 to 29 of the NATIXIS 2013 Registration 6. ORGANISATIONAL STRUCTURE 6.1. Brief description of the Group and of NATIXIS position within it: Pages 4 and 5, 8 and 9 of the NATIXIS 2013 Registration 6.2 If NATIXIS is dependent upon other entities within the group, this must be clearly stated together with an explanation of this dependence: Pages 27 to 29 and 423 to 425 of the NATIXIS 2013 Registration 9. ADMINISTRATIVE, MANAGEMENT, AND SUPERVISORY BODIES 9.1. Names, business addresses and functions in NATIXIS of the following persons, and an indication of the principal activities performed by them outside NATIXIS where these are significant with respect to NATIXIS: Members of the administrative, management or supervisory bodies: Pages 68 to 98 of the NATIXIS 2013 Registration Pages 51 to 54 of the NATIXIS 2013 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 113 of the NATIXIS 2013 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 423 to 425 of the NATIXIS 2013 Registration Page 187 of the NATIXIS 2013 Registration Update 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 425 of the NATIXIS 2013 Registration 7

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 176 to 179 of the NATIXIS 2013 Registration Page 87 of the NATIXIS 2013 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. Page 25 of the NATIXIS 2013 Registration With regards to the following historical financial information relating to the years 2012, 2013 and 2014 regarding NATIXIS which have been audited in accordance with IFRS and to the following interim financial information relating to the second quarter 2014 and first semester 2014, reference is made to the following pages of the documents incorporated by reference: Information incorporated by reference Pages of document incorporated by reference Natixis unaudited consolidated financial statements for the period ended 31 December 2014 (1) Consolidated results Results for the fourth quarter ended 31 December 2014 of Natixis Pages 1 to 20 of the NATIXIS 2015 February Press Release Pages 3 to 7 of the NATIXIS 2015 February Press Release Natixis unaudited interim consolidated financial statements for the period ended 30 June 2014 Consolidated Balance Sheet Consolidated Income Statement Statement of Net Income/(Loss), gains and losses recorded directly in Equity Statement of changes in shareholders equity Net Cash Flow Statement Notes Page 117 of the 2013 Registration Update Page 118 of the 2013 Registration Update Page 119 of the 2013 Registration Update Page 120 of the 2013 Registration Update Pages 121 to 122 of the 2013 Registration Update Pages 123 to 184 of the 2013 Registration Update 8

Information incorporated by reference Free English language translation (prepared by Natixis) of the Statutory Auditors report on the condensed financial information Pages of document incorporated by reference Pages 185 to 186 of the 2013 Registration Update NATIXIS results for the second financial quarter and first semester ended 30 June 2014 Second-quarter 2014 results pages 1 to 21 of the NATIXIS 2014 July Press Release Q2-14 results pages 4 to 5 of the NATIXIS 2014 July Press Release H1-14 results pages 6 to 7 of the NATIXIS 2014 July Press Release Financial structure Annexes page 8 of the NATIXIS 2014 July Press Release pages 15 to 20 of the NATIXIS 2014 July Press Release NATIXIS audited annual consolidated financial statements for the financial year ended 31 December 2013 Consolidated Balance Sheet Consolidated Income Statement Net Cash Flow Statement Notes Free English language translation (prepared by NATIXIS) of the Statutory auditor s Audit Report Statement of Net Income/(Loss), gains and losses recorded directly in equity Statement of changes in shareholders equity pages 206 to 207 of the NATIXIS 2013 Registration page 208 of the NATIXIS 2013 Registration pages 212 to 213 of the NATIXIS 2013 Registration pages 214 to 350 of the NATIXIS 2013 Registration pages 351 to 352 of the NATIXIS 2013 Registration page 209 of the NATIXIS 2013 Registration pages 210 to 211 of the NATIXIS 2013 Registration NATIXIS unaudited interim consolidated financial statements for the period ended 30 June 2013 Consolidated Balance Sheet page 112 of the NATIXIS 2012 Registration Update 9

Information incorporated by reference Consolidated Income Statement Statement of Net Income/(Loss), gains and losses recorded directly in Equity Statement of changes in shareholders equity Net Cash Flow Statement Notes Free English language translation (prepared by Natixis) of the Statutory Auditors report on the condensed financial information Pages of document incorporated by reference page 113 of the NATIXIS 2012 Registration Update page 114 of the NATIXIS 2012 Registration Update page 115 of the NATIXIS 2012 Registration Update Pages 116 to 117 of the NATIXIS 2012 Registration Update Pages 118 to 174 of the NATIXIS 2012 Registration Update Pages 175 to 176 of the NATIXIS 2012 Registration Update NATIXIS audited annual consolidated financial statements for the financial year ended 31 December 2012 Consolidated Balance Sheet Consolidated Income Statement Net Cash Flow Statement Notes Free English language translation (prepared by NATIXIS) of the Statutory auditor s Audit Report Statement of Net Income/(Loss), gains and losses recorded directly in equity Statement of changes in shareholders equity pages 218 to 219 of the NATIXIS 2012 Registration page 220 of the NATIXIS 2012 Registration pages 224 to 225 of the NATIXIS 2012 Registration pages 226 to 344 of the NATIXIS 2012 Registration pages 345 to 346 of the NATIXIS 2012 Registration page 221 of the NATIXIS 2012 Registration pages 222 to 223 of the NATIXIS 2012 Registration NATIXIS audited annual consolidated financial statements for the financial year ended 31 December 2011 Balance Sheet Income Statement pages 202 to 203 of the NATIXIS 2011 Registration page 204 of the NATIXIS 2011 Registration 10

Information incorporated by reference Net Cash Flow Notes Free English language translation (prepared by NATIXIS) of the Statutory auditor s Audit Report Statement of Net Income/(Loss), gains and losses recorded directly in equity Statement of changes in shareholders equity Pages of document incorporated by reference pages 208 to 209 of the NATIXIS 2011 Registration pages 210 to 333 of the NATIXIS 2011 Registration pages 334 to 335 of the NATIXIS 2011 Registration page 205 of the NATIXIS 2011 Registration pages 206 to 207 of the NATIXIS 2011 Registration (1) The Board of Directors examined the unaudited financial information of Natixis for the fourth quarter ended 31 December 2014 and the unaudited figures for the year ended 31 December 2014 of Natixis, on 18 February 2015. The auditing of the consolidated financial statements for the year ended 31 December 2014 has been largely completed. The auditors reports certifying the consolidated financial statements will be issued after verification of the management report and the implementation of procedures required to finalize the registration document. NATIXIS is responsible for the free English language translation of the Statutory auditor s Audit Reports relating to the NATIXIS audited annual consolidated financial statements for the financial years ended 31 December 2012, 31 December 2013 and 31 December 2014 and of the Statutory Auditor s Report relating to Natixis unaudited consolidated results as at 30 June 2014. Information incorporated by reference Pages of document incorporated by reference NATIXIS Structured Issuance interim accounts for the period from 29 November 2013 until 30 June 2014 Review Report on Interim Accounts Balance Sheet Profit and loss account Notes Page 2 of the NSI 2014 Interim Accounts Page 3 of the NSI 2014 Interim Accounts Page 4 of the NSI 2014 Interim Accounts Pages 5 to 14 of the NSI 2014 Interim Accounts The 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. 11

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 THE ISSUERS From the date of this Supplement, the sixth paragraph in item (E) Operational principles appearing on page 316 of the Base Prospectus is deleted and replaced as follows: The Guarantee Funds within BPCE have a total sum of 1.281 billion (as of 31 December 2014) at their disposal, the amount of which will be increased by an annual top-up (unless it is used for purposes of providing support). The Guarantee Funds are invested in very safe and liquid investments. GENERAL INFORMATION From the date of this Supplement, the section s available appearing on page 340 of the Base Prospectus is deleted and replaced as follows: Copies of the following documents will, when published, be available (in hard-copy form) during normal business hours from the specified office of the Warrant Agent and any Paying Agent for the time being and the registered office of the relevant Issuer: (a) (b) the Articles of Association of Natixis Structured Issuance SA; the memorandum and Articles of Association of NATIXIS; (c) the consolidated financial statements of NATIXIS in respect of the financial years ended 2011 and 2012 (with an English translation thereof), in each case together with the audit reports prepared in connection therewith. Natixis Structured Issuance SA currently prepares audited unconsolidated accounts on an annual basis and NATIXIS currently prepares audited consolidated accounts on an annual basis; (d) (e) (f) (g) (h) (i) (j) the consolidated unaudited interim financial statements of NATIXIS in respect of the half year period ended 30 June 2013 and the unconsolidated unaudited interim financial statements of Natixis Structured Issuance SA in respect of the half year period ended 30 June 2013; the most recently published audited annual financial statements of Natixis Structured Issuance SA and NATIXIS and the most recently published unaudited interim financial statements (if any) of Natixis Structured Issuance SA and NATIXIS (in each case with an English translation thereof), in each case together with any audit or review reports prepared in connection therewith. Natixis Structured Issuance SA prepares unaudited unconsolidated interim accounts on a semi-annual basis and NATIXIS currently prepares unaudited consolidated interim accounts on a semi-annual basis; the NATIXIS Guarantee; all documents incorporated by reference herein; the Warrant Agreement (which contains the form of the Global Warrant); a copy of this Base Prospectus; supplements to this Base Prospectus, any Final Terms (save that Final Terms relating to a Warrant which is neither admitted to trading on a regulated market in the European Economic Area nor offered in the European Economic Area in circumstances where a prospectus is required to be published under the Prospectus Directive will only be available for inspection by a holder of such Warrant and such holder must produce evidence satisfactory to the Warrant Agent or Paying Agent (as the case may be) as to its holding of such Warrant and identity) to this Base Prospectus and any other documents incorporated herein or therein by reference; and 13

(k) in the case of a syndicated issue of Warrants admitted to trading on the Luxembourg Stock Exchange's regulated market, the syndication agreement (or equivalent document). Natixis Structured Issuance SA has no subsidiaries and does not prepare any consolidated accounts. In addition, copies of this Base Prospectus (and the documents incorporated by reference herein) and any Final Terms relating to Warrants that are admitted to the Luxembourg Stock Exchange's regulated market will be published on the website of the Luxembourg Stock Exchange (www.bourse.lu). From the date of this Supplement, the two paragraphs appearing in item Significant or material adverse change on page 341 of the Base Prospectus is deleted and replaced as follows: Save as set out in the section entitled Recent Developments, there has been no significant change in the financial or trading position of NATIXIS and/or it and its consolidated subsidiaries taken as a whole (the Group) since 31 December 2014 and no material adverse change in the prospects of NATIXIS or the Group since 31 December 2013. There has been no significant change in the financial or trading position of Natixis Structured Issuance SA since 30 June 2014 and there has been no material adverse change in the prospects of Natixis Structured Issuance SA since the date of its incorporation. 14