AVVISO n.10977 SeDeX − INV. CERTIFICATES Natixis ... · AVVISO n.10977 22 Giugno 2011 SeDeX −...

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AVVISO n.10977 22 Giugno 2011 SeDeX - INV. CERTIFICATES Mittente del comunicato : Borsa Italiana Societa' oggetto dell'Avviso : Natixis Structured Products Limited Oggetto : Inizio negoziazione 'Investment Certificates - Classe B' 'Natixis Structured Products Limited' Testo del comunicato Si veda allegato. Disposizioni della Borsa

Transcript of AVVISO n.10977 SeDeX − INV. CERTIFICATES Natixis ... · AVVISO n.10977 22 Giugno 2011 SeDeX −...

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AVVISO n.10977 22 Giugno 2011SeDeX − INV.

CERTIFICATES

Mittente del comunicato : Borsa ItalianaSocieta' oggettodell'Avviso

: Natixis Structured Products Limited

Oggetto : Inizio negoziazione 'Investment Certificates −Classe B' 'Natixis Structured ProductsLimited'

Testo del comunicato

Si veda allegato.

Disposizioni della Borsa

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Strumenti finanziari: Win&Go Speedy Certificate su Intesa Sanpaolo

Emittente: Natixis Structured Products Limited

Garante: NATIXIS SA

Oggetto: INIZIO NEGOZIAZIONI IN BORSA

Data di inizio negoziazioni: 23/06/2011

Mercato di quotazione: Borsa - Comparto SEDEX “Investment Certificates -Classe B”

Orari e modalità di negoziazione: Negoziazione continua e l’orario stabilito dall’art.IA.5.1.5 delle Istruzioni

Operatore incaricato ad assolverel’impegno di quotazione:

Method Investments & Advisory ltdMember ID Specialist: MM3587

CARATTERISTICHE SALIENTI DEI TITOLI OGGETTO DI QUOTAZIONE

Win&Go Speedy Certificate su Intesa Sanpaolo

Tipo di liquidazione: monetaria

Modalità di esercizio: europeo

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Modalità di negoziazione: per gli Strumenti Finanziari la data di negoziazione ex-

diritto al pagamento dell'importo periodico ("Coupon Amount") decorre dal secondo giorno di mercato aperto antecedente le rispettive record date.

DISPOSIZIONI DELLA BORSA ITALIANA Dal giorno 23 giugno 2011, gli Strumenti Finanziari (vedasi scheda riepilogativa delle caratteristiche dei securitised derivatives) verranno inseriti nel Listino Ufficiale, sezione Securitised Derivatives. Allegati: - Scheda riepilogativa delle caratteristiche dei securitised derivatives; - Estratto del prospetto di quotazione dei Securitised Derivatives

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Num.Serie

Codice Isin LocalMarketTIDM

TIDM Short Name Long Name Sottostante Tipologia Strike DataScadenza

ValoreNominale

Quantità LottoNegoziazione

EMS SecondoStrike

Rebate LivelloIniziale

1 DE000A1KXXR3 XKXXR3 X940 XKXXR3ISPXP NTXISPCCPXP1,902AE090512 Intesa Sanpaolo Inv 1,902 09/05/12 1000 15000 1 26 1,2363 2 1,902

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1

STRUCTURED PRODUCTS LIMITED

NOTICE TO THE HOLDERS

"Win&Go Speedy Intesa Sanpaolo" Certificates linked to shares in Intesa Sanpaolo S.p.A. issued under EUR 1,000,000,000.00 German Certificate Programme (the Certificates)

ISIN: DE000A1KXXR3

This Notice is dated 9 June, 2011 and should be read in conjunction with the Base Prospectus dated 9 February, 2011, as integrated and supplemented (the Prospectus) relating to the EUR 1,000,000,000.00 German Certificate Programme (the Programme) by NATIXIS Structured Products Limited (the Issuer) and guaranteed by NATIXIS (the Guarantor) and the Final Terms dated 15 April, 2011 in respect of the Certificates.

The Holders are informed on pages 6 and 7 of the Final Terms that the Initial Price is the arithmetic average of the official reference prices of the stock Intesa Sanpaolo S.p.A. on the Fixing Dates (16, 17 and 18 April 2011): Intesa Sanpaolo S.p.A. at 16 April, 2011: 2.0640 Intesa Sanpaolo S.p.A. at 17 April, 2011: 2.0140 Intesa Sanpaolo S.p.A. at 18 April, 2011: 2.0060 As a consequence, the Initial Price is: Intesa Sanpaolo S.p.A.: 2.0280 The Barrier Level is 65% of the Initial Price: Intesa Sanpaolo S.p.A.: 1.3182 The Holders are also informed on pages 6 and 7 of the Final Terms that following an adjustment occurred on 23 May, 2011, due to the adjustment factor equal to 0.937878, the Initial Price and accordingly the Barrier Level changed as it follows: Following the adjustment the Initial Price is: Intesa Sanpaolo S.p.A.: 1.9020 The Barrier Level is 65% of the Initial Price and following the adjustment is: Intesa Sanpaolo S.p.A.: 1.2363

Application has been made to list the Certificates on the Italian Stock Exchange and to admit the Certificates for trading on the "Electronic Securitised Derivatives Market" (a regulated market for the purpose of the Markets in financial Instruments Directive 2004/39/CE) organized and managed by Borsa Italiana S.p.A.

Calculation Agent: NATIXIS

9 June, 2011

NATIXIS Structured Products Limited

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STRUCTURED PRODUCTS LIMITED

NOTICE TO THE HOLDERS

"Win&Go Speedy Intesa Sanpaolo" Certificates linked to shares in Intesa Sanpaolo S.p.A. issued under EUR 1,000,000,000.00 German Certificate Programme (the Certificates)

ISIN: DE000A1KXXR3

This Notice is dated 14 June, 2011 and should be read in conjunction with the Base Prospectus dated 9 February, 2011, as integrated and supplemented (the Prospectus) relating to the EUR 1,000,000,000.00 German Certificate Programme (the Programme) by NATIXIS Structured Products Limited (the Issuer) and guaranteed by NATIXIS (the Guarantor) and the Final Terms dated 15 April, 2011 in respect of the Certificates.

The Holders are informed on page 17 of the Final Terms (page 20 of the Italian version of the Final Terms) that, following an adjustment occurred in accordance with Condition 13.5 of the Certificates Terms, the following paragraph "Expiry date": "Expiry date For the purposes of the admission to trading of the Certificates on the Borsa Italiana's regulated market the expiry date (data di scadenza) of the Certificates is set equal to the Maturity Date (i.e. 16 May 2012)." shall be deemed to be deleted and replaced by the following: "Expiry date For the purposes of the admission to trading of the Certificates on the Borsa Italiana's regulated market the expiry date (data di scadenza) of the Certificates is set equal to the Final Valuation Date (i.e. 9 May 2012)."

Application has been made to list the Certificates on the Italian Stock Exchange and to admit the Certificates for trading on the "Electronic Securitised Derivatives Market" (a regulated market for the purpose of the Markets in financial Instruments Directive 2004/39/CE) organized and managed by Borsa Italiana S.p.A.

14 June, 2011

NATIXIS Structured Products Limited

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108

H. CERTIFICATE TERMS

[NAME OF CERTIFICATES] Series • [, Tranche •]

ISIN •

The following terms and conditions establish the rights and obligations of the Issuer and the holders of the securities to be issued under the issuance programme of NATIXIS Structured Products Limited, Whitely Chambers, Don Street, St. Helier, Jersey J4E 9WG (the “Issuer”) and will be attached to the global certifi-cate to be issued in relation to the relevant Securities together with the applicable Technical Annex or, if possible, incorporated by reference into. The applicable final terms in relation to each series and tranche of Securities will be established by completing the following terms and conditions; all places marked (“●”) will be subject to an addition and the options marked with square brackets (“[ ]”) are subject to selection.

1 CERTIFICATE RIGHTS

[1.1 Subject of the Issuance

(a) Subject matter of this issuance are [up to] ● (the “Issue Volume”) [Series ● [, Tranche ●]] bearer notes (hereinafter: the “Certificates”).

(b) The Certificates are issued by the Issuer in ● (the “Issue Currency”) [and in denominations of ● each (the “Nominal Amount”)] [as no par value notes].

1.2 Agency Agreement

The Certificates are issued under an Agency Agreement (Amended and Restated Agency Agreement) dated ● and made between

(i) the Issuer;

(ii) NATIXIS, 47, Quai d’Austerlitz, 75013 Paris, France, as calculation agent (in such role, the “Cal-culation Agent”);

(iii) Citibank, N.A., Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, England, as principal paying agent (the “Principal Paying Agent“);

(iv) Citigroup Global Markets Deutschland AG & Co. KGaA, Reuterweg 16, 60323 Frankfurt am Main, Germany, as German paying agent (the “German Paying Agent”); and

(iv) BGL BNP Paribas, 50 avenue J.F. Kennedy, L-2951 Luxembourg, Grand Duchy of Luxembourg, as Luxembourg listing agent (the “Luxembourg Listing Agent”).

(the “Agency Agreement”).

1.3 Term

[The term of the Certificates is the period commencing on • (the “Issue Date”) and ending on • (the “Maturity Date”).]

[The term of the Certificates is open-ended.]

1.4 Rights vested with the Certificates

(a) The Certificates certify the rights and obligations of the Issuer and of the holders of the Certificates (the “Certificateholders”) as set out in these terms and in the Technical Annex (together: the “Certificate Terms”).

(b) Each Certificateholder has the right to request from the Issuer the redemption of the Certificates in ac-cordance with Condition 6.

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109

(c) [During the term of the Certificates, interest will accrue in accordance with Condition 5.] [The Issuer will not pay any interest on the Certificates.]

1.5 Further Issues

The Issuer reserves the right to issue, without the consent of the Certificateholders and at any given time, further securities which are subject to terms and conditions which are completely identical with these Certificate Terms.

1.6 Purchase of Certificates by the Issuer

The Issuer may at any time on the open market or otherwise purchase any Certificates. Any Certifi-cates so purchased by the Issuer may in the free discretion of the Issuer be held, resold or cancelled.]

[if appropriate, insert alternative or additional provisions in relation to Certificate Rights]

2 GENERAL DEFINITIONS AND INTERPRETATION

[2.1 General Definitions

(a) When used in these Certificate Terms, the following terms shall have the following meanings:

[“Initial Valuation Date” means, in respect of any Underlying, ● or the [following] [preceding] Sched-uled Trading Day.]

“Underlying” means ●, as further described in the Technical Annex.

“BGB” means the German Civil Code (Bürgerliches Gesetzbuch).

[“Observation Date” means ●.]

[“Valuation Date” means ●.]

[“Final Valuation Date” means, in respect of any Underlying, ● or the [following] [preceding] Sched-uled Trading Day.]

“Euro” means the lawful currency of the participating states of the European Monetary Union.

“Euro-zone” means the region comprised of member states of the European Union that adopt or have adopted the single currency in accordance with the Treaty establishing the European Community.

“Business Day” means [●]

[(i) in the case of a currency other than euro being the Issue Currency, any day (other than a Satur-day or Sunday) on which commercial banks and foreign exchange markets settle payments in the principal financial centre for the Issue Currency; or

(ii) in the case of euro being the Issue Currency, any day which is a TARGET Business Day].

[“Delivery Business Day” means •.]

[“Delivery Agent” means NATIXIS, 47, Quai d’Austerlitz, 75013 Paris, France, or any other entity ap-pointed as delivery agent by the Issuer.]

[“Delivery Amount” means indiscriminately the Early Delivery Amount, the Final Delivery Amount and/or the Automatic Delivery Amount.]

“Technical Annex” means the attached [Annex “A” (Shares)] [Annex “B/A” (Basket of Shares)] [Annex “A/A” (Selection of Shares)] [Annex “I” (Indices)] [Annex “B/I” (Basket of Indices)] [Annex “F” (Funds)] [Annex “B/F” (Basket of Funds)] [Annex “S” (Others)], which forms an integral part of these Certificate Terms.

“TARGET Business Day” means any day on which the TARGET System is operating.

“TARGET System” means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system or any successor system thereto.

[“Payment Business Day” means •.]

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110

[“Paying Agents” means the Principal Paying Agent [and] [the German Paying Agent] [●].]

[INSERT OTHER DEFINITIONS, IF REQUIRED]

(b) Capitalised terms used in these Certificate Terms but not defined in Condition 2 (a) shall have the meanings ascribed to them in the Technical Annex.

2.2 Business Day Convention

If any day which according to these Certificate Terms is subject to the Business Day Convention, the Business Day Convention “[Floating Rate] [Following] [Modified Following] [Preceding]“ shall be gov-erning where

(i) the "Floating Rate" Business Day Convention means that such date shall be postponed to the next day that is a Business Day unless it would thereby fall into the next calendar month in which event such date shall be brought forward to the immediately preceding Business Day and each subsequent such date shall be the last Business Day of the month in which such date would have fallen had it not been subject to adjustment;

(ii) the "Following" Business Day Convention means that such day shall be postponed to the next day which is a Business Day;

(iii) the "Modified Following" Business Day Convention means that such day shall be postponed to the next day which is Business Day unless it would thereby fall into the next calendar month in which event such date shall be brought forward to the immediately preceding Business Day; and

(iv) the "Preceding" Business Day Convention means that such day shall be brought forward to the immediately preceding Business Day.

2.3 Formulae

Whenever used in a formula in these Certificate Terms or in the Technical Annex,

“>” means that the item or number preceding this sign will always be higher than the item or number following this sign;

“<” means that the item or number preceding this sign will always be lower than the item or number following this sign;

“≥” means that the item or number preceding this sign will always be equal to or higher than the item or number following this sign;

“≤” means that the item or number preceding this sign will always be equal to or lower than the item or number following this sign;

“Max” followed by a series of items or numbers inside brackets means whichever is the greater of the items or numbers separated by a “;” inside those square bracket;

“Min” followed by a series of items or numbers inside brackets means whichever is the lesser of the items or numbers separated by a “;” inside those square brackets; and

„∑=

X

1n

“ or „Sumn from 1 to X“ means, for the item to which it applies, the sum of the x number of values

that the item will take.]

[if appropriate, insert alternative or additional definitions and interpretation [●].]

3 STATUS, FORM

3.1 Status

The Certificates constitute direct, unconditional, unsubordinated and (subject to the provision of Condi-tion 4) unsecured obligations of the Issuer and shall at all times rank pari passu without any preference among themselves. The payment obligations of the Issuer under the Certificates shall, save for such

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exceptions as may be provided for by applicable law, and subject to the provisions in Condition 4, at all times rank at least equally with all other unsecured and unsubordinated indebtedness and monetary obligations of the Issuer.

3.2 Certification

(a) The Certificates are represented by a global certificate (the “Global Certificate”) without interest cou-pons which bears the manual or facsimile signatures of two duly authorised officers of the Issuer. No individual documents of title will be issued for the Certificates or the Coupons.

(b) The Global Certificate will be held in custody by or on behalf of [Clearstream Banking AG, Neue Börsenstrasse 1, D-60487 Frankfurt am Main, Germany] [•] (the “Clearing Agent”) until all obligations of the Issuer under the Certificates have been satisfied. The Certificateholders shall have co-ownership rights in the Global Certificate which may be transferred in accordance with the rules and provisions of the Clearing Agent [and (outside the Federal Republic of Germany)] [•] [and] [•] [(the “Additional Clearing Agent[s]”)].

4 NEGATIVE PLEDGE

(a) The Issuer undertakes that, so long as any payments under the Certificates remain outstanding, it will not create or permit to subsist any mortgage, pledge, lien or other form of encumbrance or security in-terest upon the whole or any part of its undertaking, assets or revenues, present or future, to secure any Relevant Debt (as defined below) or any guarantee of or indemnity by the Issuer in respect of any Relevant Debt, unless at the same time or prior thereto the Issuer’s obligations under the Certificates

(i) are secured equally and rateably therewith, or

(ii) have the benefit of such other security, guarantee, indemnity or other arrangement as shall be approved by the Certificateholders.

(b) For the purposes of this Condition 4, “Relevant Debt” means any present or future indebtedness in the form of, or represented by, bonds, notes, debentures, or other securities which are for the time being, or are capable of being, listed or ordinarily dealt in on any stock exchange, over-the-counter market or other securities market.

5 PAYMENT OF INTEREST

[ [ONLY TO BE INSERTED IF NO INTEREST PAYMENTS ARE MADE:

The Issuer will not pay any interest on the Certificates.]

[ONLY TO BE INSERTED IF INTEREST PAYMENTS ARE MADE:

5.1 Calculation of Interest

(a) [The Certificates bear interest [on the Interest Bearing Amount at the relevant Applicable Rate] from (and [including] [excluding]) the [Interest Commencement Date] up to (and [including] [excluding]) the [Interest End Date].] [If the Issuer does not meet its redemption requirement at maturity as stipulated in Condition 6.3, the obligation to pay interest shall not end on the Interest End Date, but on (and exclud-ing) the day of the actual redemption of the Certificates to the Certificateholders.] [The Issuer will effect interest payments on the Certificates as set out below.]

(b) [The Relevant Rate will be determined by the Calculation Agent on each Interest Determination Date for the [following] [preceding] Interest Period [according to the [ISDA Determination] [Screen Rate De-termination] and according to the Day Count Fraction.] [Interest will be determined by the Calculation Agent on each Interest Determination Date by multiplying the product of the Interest Bearing Amount and the Applicable Rate by the Day Count Fraction and will be due for payment to the Certificatehold-ers [in arrears] [on each Interest Payment Date] [•].] [The amount of interest [for each Interest Period] [•] shall equal the Interest Amount and will [, subject to the occurrence of a market disruption,] be due for payment to the Certificateholders [in arrears] [on each Interest Payment Date] [•].] [•]

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5.2 Definitions

For the purposes of determining interest under this Condition 5, the following terms shall have the fol-lowing meanings:

[“Margin” means •.]

[“Applicable Rate” means •.]

[“Maximum Rate” means •.]

[“Minimum Rate” means •.]

[“Interest Bearing Amount” means [the Nominal Amount] [an amount of •] [an amount to be deter-mined as follows: •].]

“Interest Commencement Date” means [the Issue Date] [•].

[“Interest Amount” means •.]

[“Interest End Date” means [the Maturity Date] [•].]

[“Interest Determination Date” means [, subject to the Business Day Convention,] [•.] [if

(i) the Issue Currency is Sterling, the first day of such Interest Period; or

(ii) the Issue Currency is neither Sterling nor euro, the day falling two Business Days in London prior to the first day of such Interest Period; or

(iii) the Issue Currency is euro, the day falling two TARGET Business Days prior to the first day of such Interest Period.]

[“Rate Multiplier” means •.]

[“Day Count Fraction” means “[Actual/365] [Actual/Actual (ISDA)] [Actual/365 (Fixed)] [Actual/360] [30/360] [360/360] [Bond Basis] [30E/360] [Eurobond Basis]“ [•].]

“Interest Payment Date” means [, subject to the Business Day Convention,] •.

“Interest Period” means the period from (and [including] [excluding]) an Interest Payment Date up to (and [including] [excluding]) the following Interest Payment Date, for the first time for the period from the [Interest Commencement Date] [•] up to the following Interest Payment Date and for the last time for the period from the Interest Payment Date preceding [the Maturity Date] [•] up to [the Maturity Date] [•].

[INSERT OTHER DEFINITIONS, IF REQUIRED]

5.3 Day Count Fraction

[For the purposes of determining interest under this Condition 5, the day count fraction

(i) “Actual/365” or “Actual/Actual (ISDA)” means that the calculation of interest shall be made on the basis of the actual number of days elapsed in the relevant Interest Period divided by 365 (or, if any portion of that Interest Period falls in a leap year, by the sum of (i) the actual number of days in that portion of the Interest Period falling in a leap year divided by 366, and (ii) the actual number of days in that portion of the Interest Period falling in a non-leap year divided by 365);

(ii) “Actual/365 (Fixed)” means that the calculation of interest shall be made on the basis of the ac-tual number of days elapsed in the relevant Interest Period divided by 365;

(iii) “Actual/360" means that the calculation of interest shall be made on the basis of the actual num-ber of days elapsed in the relevant Interest Period divided by 360;

(iv) “30/360” or “360/360” or “Bond Basis” means that the calculation of interest shall be made on the basis of the number of days elapsed in the relevant Interest Period divided by 360, the number of days to be determined on the basis of a calendar year of 360 days with twelve months of 30 days each, unless (i) the last day of an Interest Period is the 31st day of a month but the first day of

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such Interest Period is a day other than the 30th or 31st day of a month (in which case the month that includes that last day shall not be considered to be shortened to a 30-day month), or (ii) the last day of an Interest Period is the last day of the month of February (in which case the month of February shall not be considered to the lengthened to a 30-day month); and

(v) “30E/360” or “Eurobond Basis” means that the calculation of interest shall be made on the basis of the number of days elapsed in the Interest Period divided by 360 (the number of days to be de-termined on the basis of a year of 360 days with 12 months of 30 days, without regard to the first day or last day of the Interest Period unless, in the case of an Interest Period ending on the Ma-turity Date, the Maturity Date is the last day of the month of February, in which case the month of February shall not be considered to be lengthened to a 30-day month).] [•]

[ONLY TO BE INSERTED IF ISDA DETERMINATION IS APPLICABLE:

5.4 ISDA Determination

(a) The Relevant Rate for each Interest Period will be the rate that would be determined by the Calculation Agent under an interest rate swap transaction if the Calculation Agent were acting as Calculation Agent for that swap transaction under the terms of an agreement incorporating the 2006 ISDA Definitions as published by the International Swaps and Derivatives Association, Inc. and as amended and updated as at the Issue Date of the [first Tranche of the] Notes, (the "ISDA Definitions", further information is available at www.isda.org or upon request from the Issuer) and under which:

(i) the “Floating Rate Option” is •;

(ii) the “Designated Maturity” is •; and

(iii) the relevant “Reset Date” is [the first day of that Interest Period] [•].

(b) For the purposes of this Condition 5.4, "Floating Rate", "Calculation Agent", "Floating Rate Option", "Designated Maturity" and "Reset Date" have the meanings given to those terms in the ISDA Defini-tions.]

[ONLY TO BE INSERTED IF SCREEN RATE DETERMINATION IS CHOSEN:

5.5 Screen Rate Determination

(a) The Applicable Rate for each Interest Period shall be determined by the Calculation Agent at or about the Relevant Time on the Interest Determination Date in respect of such Interest Period in accordance with the following:

(i) if the Primary Source for the Applicable Rate is the Page, subject as provided below, the Applica-ble Rate shall be:

(1) the Relevant Rate shown on such Page (where such Relevant Rate on such Page is a com-posite quotation or is customarily supplied by one entity); or

(2) the arithmetic mean of the Relevant Rates of the persons whose Relevant Rates appear on that Page, in each case appearing on such Page at the Relevant Time on the Interest De-termination Date;

(ii) if the Page permanently ceases to quote the Applicable Rate but such quotation is available from another page, section or other part of such information service selected by the Calculation Agent (the “Replacement Page”), the Replacement Page shall be substituted as the Primary Source for quotations regarding the Applicable Rate and if no Replacement Page exists but such quotation is available from a page, section or other part of a different information service selected by the Cal-culation Agent and approved by the Issuer (the “Secondary Replacement Page”), the Secon-dary Replacement Page shall be substituted as the Primary Source for quotations regarding the Applicable Rate;

(iii) if the Primary Source for the Applicable Rate is Reference Banks or if sub-paragraph (i)(a) above applies and no Relevant Rate appears on the Page at the Relevant Time on the Interest Determi-nation Date or if sub-paragraph (i)(b) above applies and fewer than two Relevant Rates appear on the Page at the Relevant Time on the Interest Determination Date, subject as provided below, the Applicable Rate shall be the arithmetic mean of the Relevant Rates which each of the Refer-

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ence Banks is quoting to leading banks in the Relevant Financial Centre at the Relevant Time on the Interest Determination Date, as determined by the Calculation Agent; and

(iv) if paragraph (iii) above applies and the Calculation Agent determines that fewer than two Refer-ence Banks are so quoting Relevant Rates then, subject as provided below, the Applicable Rate shall be the arithmetic mean of the rates per annum (expressed as a percentage) that the Calcu-lation Agent determines to be the rates (being the nearest equivalent to the Benchmark) in re-spect of a Representative Amount of the Relevant Currency that at least two out of five leading banks selected by the Calculation Agent in the principal financial centre of the country of the Relevant Currency or, if the Relevant Currency is euro, the euro-zone (the “Principal Financial Centre”) are quoting at or about the Relevant Time on the date on which such banks would cus-tomarily quote such rates for a period commencing on the Effective Date for a period equivalent to the Specified Duration

(1) to leading banks carrying on business in Europe; or

(2) (if the Calculation Agent determines that fewer than two of such banks are so quoting to leading banks in Europe) to leading banks carrying on business in the Principal Financial Centre

except that, if fewer than two of such banks are so quoting to leading banks in the Principal Fi-nancial Centre, the Applicable Rate shall (unless otherwise specified) be the Applicable Rate de-termined on the previous Interest Determination Date (after readjustment for any difference be-tween any Margin, Rate Multiplier or Maximum Rate or Minimum Rate applicable to the preceding Interest Period and to the relevant Interest Period).

(b) For the purposes of this Condition 5.5, the following terms shall have the following meanings:

[“Specified Duration” means [•] [a period of time equal to the relative Interest Period].

[“Relevant Financial Centre” means [●] [the financial centre with which the relevant Benchmark is most closely connected (which, in the case of EURIBOR, shall be the euro-zone) or, if none is so con-nected, London.]

[“Effective Date” means [•] [the first day of the Interest Period to which the relevant Interest Determi-nation Date relates].

[“Relevant Currency” means [the Issue Currency] [•].

[“Primary Source” means ●.]

[“Reference Banks“ means [●] [five major banks selected by the Calculation Agent in the interbank market (or, if appropriate, money, swap or over-the-counter index options market) that is most closely connected with the Benchmark (which, if EURIBOR is the relevant Benchmark, shall be the euro-zone). If any Reference Bank is unable or unwilling to continue to act as a Reference Bank, then the Issuer shall appoint another Reference Bank with an office in the Relevant Financial Centre to act as such in its place.]

[“Relevant Rate” means the Benchmark for a Representative Amount of the Relevant Currency for a period (if applicable or appropriate to the Benchmark) equal to the Specified Duration commencing on the Effective Date.]

[“Relevant Time” means [●] [the local time in the Relevant Financial Centre at which it is customary to determine bid and offered rates in respect of deposits in the Relevant Currency in the interbank market in the Relevant Financial Centre or, if no such customary local time exists, 11.00 hours in the Relevant Financial Centre and for the purpose of this definition, “local time” means, with respect to Europe and the euro-zone as a Relevant Financial Centre, Brussels time.]

[“Page” means • or such other page, section, caption, column or other part as may replace it on that information service or on such other information service, in each case as may be nominated by the person or organisation providing or sponsoring the information appearing there for the purpose of dis-playing rates or prices comparable to the Applicable Rate.]

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[“Representative Amount” means [•] [an amount that is representative for a single transaction in the relevant market at the time].

[“Benchmark” means ●.]]

[if appropriate, insert alternative or additional provisions in relation to payment of interest]

6 REDEMPTION OF THE CERTIFICATES

[6.1 Termination by the Issuer

(a) The Issuer may redeem all outstanding Certificates without any notice period on a date to be deter-mined in its sole discretion (the “Early Redemption Date”) if in the opinion of the Issuer

(i) by reason of any change in Jersey law, or any change in the official application or interpretation of such law, becoming effective after the Issue Date, the Issuer would on the occasion of the next payments which become due in respect of the Certificates, not be able to make such payment without having to pay additional amounts as specified under Condition 7.2 (c) below; or

(ii) following the occurrence of a Loan Tax Event, NATIXIS gives to the Issuer notice of its intention to repay the whole (and not part) of any of the loans made under the Loan Agreement corre-sponding to a particular tranche of Certificates specified in such notice, provided that the Early Redemption Date shall be no earlier than the date on which NATIXIS has notified the Issuer that it will prepay in whole all of the relevant loans under the Loan Agreement; or

(iii) circumstances occur which, in comparison to the Issue Date, lead to adverse effects (including but not limited to illegality) on the issuance, marketing, holding by the Issuer or any of its affiliates or the performance of the Issuer’s obligations under the Certificates or the set-up or maintenance of any hedging measures which the Issuer (or any third party with whom the Issuer enters into a hedging transaction) may from time to time have taken with regard to these obligations.

(b) [Subject to Condition 6.1 (a), the Issuer shall not be entitled to redeem the Certificates early.] [The Is-suer may at any time redeem the outstanding Certificates by giving a notice to the Certificateholders to be published as stipulated in Condition 8 [no fewer than] [•] to the date on which the Certificates are to be redeemed.] [•]

(c) Certificates which are to be redeemed in accordance with this Condition 6.1 will [, subject to the occur-rence of a market disruption,] be repaid [according to the Early Redemption Condition] by the Issuer to the Certificateholders [at the Early Redemption Amount on the Early Redemption Date] [and] [/] [or] [by delivery of the Early Delivery Amount on the Early Settlement Date].

(d) No interest will accrue on the [Early Redemption Amount] [and] [/] [or] [the] [Early Delivery Amount] between the [Early Redemption Date] [or the] [Early Settlement Date] [(as the case may be)] and the actual receipt of [payment] [and] [/] [or] [delivery]. Upon [payment of the Early Redemption Amount] [and] [/] [or] [delivery of the Early Delivery Amount], all rights from the redeemed Certificates shall be extinguished.

(e) For the purposes of this Condition 6.1, the following terms have the following meanings:

“Loan Agreement” means a master loan agreement entered into on or about the date of this Prospec-tus between the Issuer (as lender) and NATIXIS (as borrower) pursuant to which the net proceeds of the tranches of Certificates may be lent by the Issuer to NATIXIS.

“Loan Tax Event” means that NATIXIS is, or would be on the occasion of the next payment which becomes due under the Loan Agreement, required to pay additional amounts to the Issuer to ensure that the Issuer receives a sum, net of any deduction or withholding, equal to the sum which it would have received had no such deduction or withholding for French tax been made or required to be made.

[“Notice Period” means •.]

[“Termination Date” means •.]

[“Early Redemption Condition” means •.]

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[“Early Redemption Amount” means an amount [of • per Certificate] [, which is determined by the Calculation Agent as follows: •] [in the Issue Currency per Certificate determined by the Calculation Agent in its reasonable discretion (in accordance with § 317 of the BGB) to be the fair market value of a Certificate based on the market conditions prevailing at the date of such determination and adjusted to account fully for any expenses and costs of unwinding any underlying and/or related hedging and funding arrangements (including, without limitation, any equity options, equity swaps or other instru-ments of any type whatsoever) hedging the Issuer’s obligations under the Certificates and in connec-tion with any arrangements arising out or relating to such hedging arrangements which is entered into by any affiliate of the Issuer].

[“Early Settlement Date” means [•] [the Early Redemption Date].]

[“Early Redemption Date” means [, subject to the Business Day Convention,] •.]

[“Early Delivery Amount” means •.]

[“Securities” means •.]

[INSERT OTHER DEFINITIONS, IF REQUIRED]

6.2 Termination by the Certificateholders

(a) Each Certificateholder shall have the right to request the Issuer that all its Certificates be redeemed and immediately repaid at a certain date (the “Early Redemption Date”) by giving a written notice to the Principal Paying Agent (the “Redemption Notice”) in the event that

(i) default in any payment of any amounts payable in accordance with the Certificate Terms when and as the same shall become due and payable, if such default shall not have been cured within 15 days thereafter;

(ii) default by the Issuer in the due performance of any other obligation under these Certificate Terms, if such default shall not have been cured within 30 days after receipt by the Principal Pay-ing Agent of written notice of default given by the relevant Certificateholder;

(iii) any other present or future indebtedness for money borrowed or otherwise raised by the Issuer in excess of EUR 50,000,000 (or its equivalent in other currencies) shall become due and payable or capable of being declared due and payable prior to its stated maturity by reason of default, or any security in respect of any such indebtedness becomes enforceable and the holder thereof takes any steps to enforce it, or any such indebtedness shall not be paid when due (or at the ex-piration of any grace period originally applicable thereto) or any guarantee or indemnity given by the Issuer in respect of any such indebtedness of any person shall not be honoured when due and called upon, save, in each case, where such default or failure to pay or honour such obliga-tions is due to a technical or settlement failure beyond the control of the Issuer, provided that such default or failure is remedied within seven days;

(iv) the Issuer is insolvent or bankrupt or unable to pay its debts, stops, suspends or threatens to stop or suspend payment of all, or a material part of (or of a particular type of), its debts, proposes or makes a general assignment or an arrangement or composition with, or for the benefit of, the relevant creditors in respect of any of such debts or a moratorium is agreed or declared or comes into effect in respect of, or affecting all or any part of (or of a particular type of), the debts of the Issuer or the property of the Issuer is declared “en désastre” (i.e. insolvent for the purpose of Bankruptcy (Désastre) (Jersey) Law 1990) by the Jersey courts; or

(v) an order is made, or an effective resolution passed, for the winding-up or dissolution of the Issuer, except pursuant to its consolidation or amalgamation with, or its merger with or into, or a transfer of all, or substantially all, of its assets to, one or more other entities (a “Reorganisation”) pro-vided (unless otherwise approved by a Certificateholder Resolution within the meaning of Condi-tion 11) that:

(1) a resulting, surviving or transferee entity (a “Successor”) assumes all the obligations (whether past or future) of the Issuer under the Certificates, whether by operation of law or otherwise, and

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(2) the conditions which would have applied to a substitution set out under sub-paragraphs (i), (ii), (iv) and (v) of Condition 9 are satisfied, except that (i) references to “Substitute” shall be construed as references to “Successor”.

(b) [Except upon the occurrence of one of the events described in Condition 6.2 (a), the Certificateholders shall not be entitled to redeem the Certificates early.] [Subject to a prior redemption of the Certificates in accordance with Condition 6.1 or Condition 6.2 [or Condition 6.4], the Certificateholders may [at any time] [•] [during the period from • up to • (the “Exercise Period“)] [, no earlier however than for •,] re-quest the Issuer that all their Certificates be redeemed [in accordance with Condition 6.3] [[by payment of the Early Redemption Amount] [and] [/] [or] [by delivery of the Early Delivery Amount]] by giving a written notice (the “Redemption Notice”), which has to be received by the Issuer at least [•] before the date on which the Certificates shall be redeemed.] [•]

(c) In order for a Redemption Notice to become effective, the following information must be included therein:

(i) name and address of the Certificateholder;

(ii) securities identification number (WKN) or ISIN code and the number of the relevant Certificates;

(iii) detailed instruction to the Principal Paying Agent to debit the Certificates from an account main-tained with a bank which maintains an account relationship with the Clearing Agent;

(iv) account number maintained with a bank, which maintains an account relationship with the Clear-ing Agent, to which the Early Redemption Amount or the Early Delivery Amount shall be trans-ferred; and

(v) confirmation that the Certificates are not exercised for or on behalf of U.S. Persons (as defined in the U.S. Securities Act 1933).

A Redemption Notice which does not meet the requirements set out under (i) to (v) above, shall be invalid.

(d) Certificates which are to be redeemed in accordance with this Condition 6.2 will [, subject to the occur-rence of a market disruption,] be repaid [according to the Early Redemption Condition] by the Issuer to the Certificateholders [at the Early Redemption Amount on the Early Redemption Date] [and] [/] [or] [by delivery of the Early Delivery Amount on the Early Settlement Date].

(e) No interest will accrue on the [Early Redemption Amount] [and] [/] [or] [the] [Early Delivery Amount] between the Early Redemption Date] [or the] [Early Settlement Date] [(as the case may be)] and the actual receipt of [payment] [and] [/] [or] [delivery]. Upon [payment of the Early Redemption Amount] [and] [/] [or] [delivery of the Early Delivery Amount], all rights from the redeemed Certificates shall be extinguished.

(f) For the purposes of this Condition 6.2 the following terms have the following meanings:

[“Exercise Date” means •.]

[“Exercise Time” means •.]

[“Early Settlement Date” means [•] [the Early Redemption Date]]

[“Early Redemption Condition” means •.]

[“Early Redemption Amount” means an amount [of • per Certificate] [, which is determined by the Calculation Agent as follows: •] [in the Issue Currency per Certificate determined by the Calculation Agent in its reasonable discretion (in accordance with § 317 of the BGB) to be the fair market value of a Certificate based on the market conditions prevailing at the date of such determination and adjusted to account fully for any reasonable expenses and costs of unwinding any underlying and/or related hedging and funding arrangements (including, without limitation, any equity options, equity swaps or other instruments of any type whatsoever) hedging the Issuer’s obligations under the Certificates].

[“Early Redemption Date” means [, subject to the Business Day Convention,] •.]

[“Early Delivery Amount” means •.]

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[“Securities” means •.]

[INSERT OTHER DEFINITIONS, IF REQUIRED]

[ONLY TO BE INSERTED IF THE CERTIFICATES HAVE A CERTAIN MATURITY:

6.3 Redemption at Maturity

[ONLY TO BE INSERTED IF REDEMPTION IS MADE IN ONE AMOUNT:

(a) Subject to a prior redemption of the Certificates in accordance with Condition 6.1 or Condition 6.2 [or Condition 6.4] [and subject to the provisions in Condition 7.4], each Certificate is deemed to be auto-matically exercised on the Maturity Date and will [, subject to the occurrence of a market disruption,] be redeemed [according to the Redemption Condition] by the Issuer on the Final Redemption Date [by payment of the Final Redemption Amount on the Final Redemption Date] [and] [/] [or] [by delivery of the Final Delivery Amount on the Final Settlement Date].

(b) No interest will accrue on the [Final Redemption Amount] [and] [/] [or] [the] [Final Delivery Amount] between the [Final Redemption Date] [or the] [Final Settlement Date] [(as the case may be)] and the actual receipt of [payment] [and] [/] [or] [delivery]. Upon [payment of the Final Redemption Amount] [and] [/] [or] [delivery of the Final Delivery Amount], all rights from the redeemed Certificates shall be extinguished.

(c) For the purposes of this Condition 6.3 the following terms have the following meanings:

[“Redemption Condition” means •.]

[“Final Settlement Date” means •.]

[”Final Redemption Amount“ means an amount [of • per Certificate] [, which is determined by the Calculation Agent as follows: •].]

”Final Redemption Date“ means [, subject to the Business Day Convention,] the [Maturity Date] [•][; and] [.]

[”Final Delivery Amount“ means •.]

[“Securities” means •.]

[INSERT OTHER DEFINITIONS, IF REQUIRED]]

[ONLY TO BE INSERTED IF REDEMPTION IN INSTALMENT AMOUNTS IS APPLICABLE:

(a) Subject to an early redemption of the Certificates in accordance with Condition 6.1 or 6.2 [or 6.4] [and subject to the provisions in Condition 7.4] each Certificate will [, subject to the occurrence of a market disruption,] be redeemed in part at the respective Redemption Amount on the respective Redemption Dates and the outstanding Nominal Amount will be reduced by the Redemption Amount, unless the payment of the respective Certificate is refused or retained unjustified.

(b) No interest will accrue on the Instalment Amounts between the relevant Instalment Date and the actual receipt of payment. Upon payment of the final Instalment Amount, all rights from the redeemed Certifi-cates shall be extinguished.

(c) For the purposes of this Condition 6.3 the following terms have the following meanings:

”Redemption Amount“ means •

”Redemption Date“ means [, subject to the Business Day Convention,] •.

[INSERT OTHER DEFINITIONS, IF REQUIRED]]]

[ONLY TO BE INSERTED IF AUTOMATIC TERMINATION IS APPLICABLE:

6.[4][3] Automatic Termination

(a) If on any [day] [Business Day] [Automatic Redemption Valuation Date] [•] a Mandatory Termination Event occurs, all outstanding Certificates are deemed to be automatically terminated and will [, subject to the occurrence of a market disruption,] be redeemed [according to the Automatic Redemption Condi-

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tion] by the Issuer [by payment of the Automatic Redemption Amount on the Automatic Redemption Date] [and] [/] [or] [by delivery of the Automatic Delivery Amount on the Automatic Settlement Date] [immediately following such [date] [Business Day] [Automatic Redemption Valuation Date] [•]].

(b) No interest will accrue on the [Automatic Redemption Amount] [and] [/] [or] [the] [Automatic Delivery Amount] between the [Automatic Redemption Date] [or the] [Automatic Settlement Date] [(as the case may be)] and the actual receipt of [payment] [and] [/] [or] [delivery]. Upon [payment of the Automatic Redemption Amount] [and] [/] [or] [delivery of the Automatic Delivery Amount], all rights from the re-deemed Certificates shall be extinguished.

(c) For the purposes of this Condition 6.4 the following terms have the following meanings:

[“Automatic Settlement Date” means •.]

[“Automatic Redemption Condition” means •.]

[„Automatic Redemption Amount“ means an amount [of • per Certificate] [, to be determined by the Calculation Agent as follows: •];]

”Automatic Redemption Date“ means •.

[”Automatic Delivery Amount“ means •.]

”Mandatory Termination Event“ means •.

[“Securities” means •.]]

[if appropriate, insert alternative or additional provisions in relation to the redemption of the Certificates [●].] 7 PAYMENTS [AND DELIVERIES]

[7.1 General Provisions

All [payments] [and] [deliveries of Delivery Amounts] by the Issuer under the Certificates are in any respect subject to [the occurrence of a market disruption and to] the laws, regulations and procedures applicable at the place of payment or the place of delivery (as the case may be), especially those laws which require a deduction or retention of taxes on these payments or deliveries (as the case may be). Neither the Issuer, nor the Paying Agents or the Delivery Agent assume any liability in case that due to these laws, regulations and procedures the Issuer or the Paying Agents are unable to provide the payments or the deliveries of any Delivery Amounts as owed under the Certificates.

7.2 Payments

(a) All payments owed by the Issuer under the Certificates will be made in the Issue Currency. The Issuer may effect all accruing payments through the Paying Agents with discharging effect to the Clearing Agent [(and outside the Federal Republic of Germany)] [•] [the Additional Clearing Agents] for trans-mission to the depository banks of the Certificateholders. Neither the Issuer nor the Paying Agents ac-cept any liability for acts or omissions of the Clearing Agent [or the Additional Clearing Agents] out of or in connection with payments made under the Certificates. [If any date for payment in respect of any Certificate is not a Payment Business Day, the relevant Certificateholder shall not be entitled to pay-ment until the next following Payment Business Day nor to any interest or other sum in respect of such postponed payment.]

(b) The Issuer is entitled to deposit with the local court (Amtsgericht) in Frankfurt am Main any principal or interest amounts which are not claimed by the Certificateholders within twelve months after the rele-vant due date, even if these Certificateholders are not in default of acceptance of payment. If and to the extent that any such deposit is effected and if the right of withdrawal is waived by the Issuer, the re-spective claims of the relevant Certificateholders against the Issuer from these Certificates shall cease to exist.

(c) All payments in respect of the Certificates by or on behalf of the Issuer shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or within Jersey or the state of domicile of the relevant Certificateholder (as the case may be) or any authority therein or thereof hav-

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ing power to tax, unless such withholding or deduction is required by law. In that event, the Issuer shall pay such additional amounts (the “Additional Amounts“) as may be necessary in order that the Certi-ficateholders, after such deduction or withholding, will receive the full amount then due and payable on the relevant Certificate in the absence of such withholding or deduction; provided, however, that the Is-suer shall not be liable to pay any such additional amounts in respect of any Certificate:

(i) presented for payment by, or on behalf of, a Certificateholder who is subject to such taxes, duties, assessments or governmental charges in respect of such Certificate by reason of his having some connection with Jersey other than the mere holding of such Certificate; or

(ii) presented for payment more than 30 days after the relevant due date, except to the extent that the Certificateholder would have been entitled to such additional amounts on presenting it for payment on the thirtieth such day; or

(iii) where such withholding or deduction is imposed on a payment to an individual and is required to be made pursuant to any European Directive on the taxation of savings implementing the conclu-sions of the ECOFIN Council meeting of 26-27 November 2000 or any law implementing or com-plying with, or introduced in order to conform to, such Directive; or

(iv) presented for payment by, or on behalf of, a Certificateholder who would have been able to avoid such withholding or deduction by presenting the relevant Certificate to another Paying Agent in a Member State of the European Union.

[ONLY TO BE INSERTED IF DELIVERY AMOUNTS ARE POSSIBLE:

7.3 Delivery Amounts

(a) In the case that the Certificates shall be redeemed by physical delivery, notice of such intention shall be given by the Calculation Agent or the Issuer in accordance with Condition 8 on or immediately after the last Valuation Date or the last Averaging Date or the last Knock-in Determination Day or the last Knock-out Determination Day. Each Certificateholder shall not later than two Business Days before the Maturity Date (the “Delivery Notice Date”) or on such earlier date as the Calculation Agent, acting in its sole discretion, shall determine is necessary for the Issuer and the Clearing Agent to perform their respective obligations under the Certificates and which earlier date has been notified to the Issuer (and of which the Issuer shall then promptly inform the Certificateholders in accordance with Condition 8) send to the Clearing Agent (in accordance with its then applicable operating procedures and accepted methods of communication), an irrevocable notice designating its security and cash accounts for the purposes of delivering the relevant Delivery Amounts (the “Delivery Notice”). [If any date for the deliv-ery of any Delivery Amount in respect of any Certificate is not a Delivery Business Day, the relevant Certificateholder shall not be entitled to delivery of any Delivery Amount until the next following Delivery Business Day nor to any interest or other sum in respect of such postponed delivery.]

(b) The Issuer shall be under no obligation to compensate or indemnify the Certificateholders for any delay or failure on the part of the Issuer or the Delivery Agent to deliver or procure the delivery of the Delivery Amount on the Settlement Date and/or to pay or procure the payment of the Additional Cash Amount on the Maturity Date to the Certificateholders to the extent the Clearing Agent does not receive the De-livery Notice from the Certificateholders on (or before, as may be applicable) the Delivery Notice Date or, to the extent that for any reason the Clearing Agent fails, or fails within any relevant period, to transmit (whether or not in accordance with its then applicable operating procedures and accepted methods of communication) any notice by or on behalf of the Issuer or the Delivery Agent to its partici-pants. Without prejudice to the preceding sentence and Condition 7.3(d) below, in the event that the Clearing Agent does not receive a Delivery Notice from a Certificateholder on or before the tenth Busi-ness Day following the Maturity Date, the Issuer shall be entitled (but not obliged) to pay to such Certi-ficateholder, as soon as reasonably practicable on or following such date an amount, determined by the Calculation Agent in its sole and absolute discretion and notified to the Issuer, the Paying Agents, the Clearing Agent (to be communicated by it to the relevant Certificateholders) in writing promptly fol-lowing such determination, equal to the fair market value of such Delivery Amount and/or the Additional Cash Amount at the date determined in good faith by the Issuer, in full satisfaction of its obligations un-der such Certificates.

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(c) A Delivery Notice once delivered to the Clearing Agent shall be irrevocable and may not be withdrawn without the consent in writing of the Issuer. A Certificateholder may not transfer any Certificate that is the subject of a Delivery Notice following delivery of such Delivery Notice to the Clearing Agent.

(d) A Delivery Notice shall only be valid to the extent that the Clearing Agent has not received conflicting prior instructions in respect of the Certificates that are the subject of the Delivery Notice. Failure prop-erly and timely to provide a Delivery Notice may result in such notice being treated as null and void. Any determination as to whether such notice has been properly provided shall be made by the Clearing Agent after consultation with the Issuer and shall be conclusive and binding on the Issuer and the rele-vant Certificateholder. If a Delivery Notice has not been provided properly and timely, the Issuer or the Delivery Agent shall not be obliged to make any payment or delivery in respect of the Certificates which are the subject of the Delivery Notice.

(e) Receipt by the Clearing Agent of a valid Delivery Notice shall be deemed to constitute

(i) written confirmation of an irrevocable election and undertaking by the relevant Certificateholder to select the account specified therein; and

(ii) an undertaking by the relevant Certificateholder to pay any costs, applicable value added or sales taxes, transfer taxes, stamp duties and other taxes and duties due by reason of delivery of the Delivery Amount to the account specified therein or to reimburse the Clearing Agent in respect of any such costs, taxes or duties.

(f) [The nominal amount of a number of Certificates delivered by the same Certificateholder for redemp-tion shall not be aggregated for the purpose of determining the number of Shares to be delivered in re-spect of such Certificates.] [The Certificates delivered by the same Certificateholder for redemption shall be aggregated for the purpose of determining the number of Shares to be delivered in respect of such Certificates. In such case, the Shares deliverable to a Certificateholder in respect of the Certifi-cates held by it will be a whole number of Shares provided that where the number of Shares which would otherwise be deliverable hereunder includes a fraction of such Shares, the number of such Shares shall be rounded downwards to the nearest integral number and the cash equivalent of such fraction (the “Additional Cash Amount”) will be paid to this Certificateholder. The Additional Cash Amount shall be an amount in the Issue Currency equal to the product of

(i) the above mentioned fraction; and

(ii) the Exchange traded price of the Share as of the close of trading on the Exchange or, if such price is not available in the sole opinion of the Calculation Agent on such date, the price deter-mined by the Calculation Agent in its sole and absolute discretion.]

(g) Delivery of any Securities is subject to all applicable laws, regulations and practices and neither the Issuer nor the Delivery Agent shall incur liability whatsoever if it is unable to deliver or procure the de-livery of the Securities to the Certificateholder because of any such laws, regulations or practices. Nei-ther the Issuer nor the Delivery Agent shall under any circumstances be liable for any acts or defaults of the Clearing Agent in relation to the performance of the duties regarding the Certificates, including but not limited to the delivery of the Securities to the Certificateholders.

(h) After delivery by the Issuer or the Delivery Agent to the relevant Certificateholders through the Clearing Agent of the Securities and for such period of time as the Issuer or its agent or nominee shall continue to be registered in any clearance system or otherwise as the owner of the Securities (the “Intervening Period”), neither the Issuer nor its agent or nominee shall:

(i) be under any obligation to deliver to such Certificateholders or any subsequent beneficial owner of the Securities any letter, certificate, notice, circular, dividend or any other document or payment whatsoever received by the Issuer or its agent or nominee in its capacity as the holder thereof; or

(ii) exercise any or all rights (including voting rights) attaching to such Securities or part thereof dur-ing the Intervening Period without the prior written consent of the relevant Certificateholders, pro-vided that neither the Issuer nor its agent or nominee shall be under any obligation to exercise any such rights during the Intervening Period; or

(iii) be under any liability to such Certificateholders or any subsequent beneficial owner of the Securi-ties in respect of any loss or damage which such Certificateholders or subsequent beneficial

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owner may sustain or suffer as a result, whether directly or indirectly, of the Issuer or its agent or nominee being registered in such clearance system or otherwise during such Intervening Period as legal owner of the Securities.

(i) The Issuer or the Delivery Agent shall not be under any obligation to register or procure the registration of any holder of any Certificate, or any other person acting on behalf of such holder, or any other per-son, as the registered holder of any Shares in respect of such Certificate.

(k) No right to dividends on the Shares will accrue to Certificateholders prior to the Settlement Date.]

[ONLY TO BE INSERTED IF PROVISIONS FOR A KNOCK-IN-EVENT SHALL BE APPLICABLE:

7.[4] [3] Condition Precedent (Knock-In-Event)

(a) The [payments] [and] [/] [or] [deliveries of any Delivery Amounts] due by the Issuer under these Certifi-cates are depending on the occurrence of a Knock-In-Event during the Knock-In-Determination-Period, where

“Knock-In-Event” means that the [price] of [the Underlying] [a Share] [an Index] [a Reference Fund] [•] on any Knock-In-Determination-Date as of the Knock-in-Valuation-Time is [equal to] [higher than] [lower than] the Knock-In-Price.

„Knock-In-Determination-Date“ means [, in respect of [the Underlying] [any Share] [any Index] [any Reference Fund] [•], ] each Scheduled Trading Day during the Knock-In-Determination-Period.

„Knock-In-Determination-Period“ means [, in respect of [the Underlying] [any Share] [any Index] [any Reference Fund] [•], ] the period from and [including] [excluding] the Knock-In-Commencement-Date up to and [including] [excluding] Knock-In-End-Date.

“Knock-In-Commencement-Date” means [, in respect of [the Underlying] [any Share] [any Index] [any Reference Fund] [•], ] • [if this day is not a Scheduled Trading Day the immediately following Sched-uled Trading Day as the case may be].

“Knock-In-End-Date” means [, in respect of [the Underlying] [any Share] [any Index] [any Reference Fund] [•], ] • [if this day is not a Scheduled Trading Day the immediately following Scheduled Trading Day as the case may be].

“Knock-In-Valuation-Time” means [, in respect of [the Underlying] [any Share] [any Index] [any Refer-ence Fund] [•], ] [•] [the Valuation Time (as specified in the Technical Annex)] on each Knock-In-Determination-Date.

“Knock-In-Price” means •.

(b) If, during the Knock-In-Determination-Period, no Knock-In-Event occurs, then all rights from these cer-tificate Terms will be automatically extinguished and the Certificates expire.]

[ONLY TO BE INSERTED IF PROVISIONS FOR A KNOCK-OUT-EVENT SHALL BE APPLICABLE:

7.[5] [4] [3] Condition Subsequent (Knock-Out Event)

(a) The [payments] [and] [/] [or] [deliveries of any Delivery Amounts] due by the Issuer under these Certifi-cates are depending on the non-occurrence of a Knock-Out-Event during the Knock-Out-Determination-Period, where

“Knock-Out-Event” means that the [price] of [the Underlying] [a Share] [an Index] [a Reference Fund] [•] on any Knock-Out-Determination-Date as of the Knock-Out Valuation Time is [equal to] [higher than] [lower than] the Knock-Out-Price;

„Knock-Out-Determination-Date“ means [, in respect of [the Underlying] [any Share] [any Index] [any Reference Fund] [•], ] each Scheduled Trading Day during the Knock-Out-Determination-Period;

„Knock-Out-Determination-Period“ means [, in respect of [the Underlying] [any Share] [any Index] [any Reference Fund] [•], ] the period from and [including] [excluding] the Knock-Out-Commencement-Date up to and [including] [excluding] Knock-Out -End-Date;

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“Knock-Out-Commencement-Date” means [, in respect of [the Underlying] [any Share] [any Index] [any Reference Fund] [•], ] • [if this day is not a Scheduled Trading Day the immediately following Scheduled Trading Day as the case may be];

“Knock-Out-End-Date” means [, in respect of [the Underlying] [any Share] [any Index] [any Reference Fund] [•], ] • [if this day is not a Scheduled Trading Day the immediately following Scheduled Trading Day as the case may be];

“Knock-Out-Valuation-Time” means [, in respect of [the Underlying] [any Share] [any Index] [any Ref-erence Fund] [•], ] [•] [the Valuation Time (as specified in the Technical Annex)] on each Knock-Out-Determination-Date; and

“Knock-Out-Price” means •.

(b) If, during the Knock-Out-Determination-Period, no Knock-Out-Event occurs, then all rights from these certificate Terms will be automatically extinguished and the Certificates expire.]]

[if appropriate, insert alternative or additional provisions in relation to payments and deliveries [●].]

8 NOTICES AND DECLARATIONS

[8.1 Notices by the Issuer

(a) [All notices concerning the Certificates shall be given by delivery of the relevant notice by the [German Paying Agent] [●] on behalf of the Issuer and the Calculation Agent to the Clearing Agent for communi-cation by it to Certificateholders.] [The Issuer will [publish] [communicate] all notices concerning the Certificates [on the website •] [and] [in a daily newspaper with general circulation in Germany] [and] [•].][•]

(b) Additional publication requirements arising from mandatory law remain unaffected thereby.

8.2 Declarations by the Certificateholders

Declarations by the Certificateholders with respect to the Certificates shall be given by letter or fax to the Principal Paying Agent at the following address: [•]]

[if appropriate, insert alternative or additional provisions in relation to notices and declarations [●].]

9 SUBSTITUTION OF THE ISSUER

[(a) The Issuer, or any previous substituted company, may at any time without the consent of the Certifi-cateholders substitute for itself as principal debtor under the Certificates any company (the “Substitute Issuer”), that is an Affiliate of the Issuer or an Affiliate of any previous substituted company provided that

(i) the Issuer gives at least 14 days’ prior notice in accordance with Condition 8 of such substitution;

(ii) where the Substitute Issuer is not NATIXIS, it has a credit rating at least the same as the credit rating assigned by Moody’s Investor Services, Inc. or Standard & Poor’s Rating Group, Inc. (or, if either ceases to exist or publish ratings, any other internationally recognised rating agency which has assigned a credit rating to the Issuer or any Substitute Issuer) to the Issuer (or any Substitute Issuer immediately prior to such substitution) and benefits of any equivalent guarantee arrange-ment (or any undertakings pursuant to any guarantee arrangement) which is not materially less beneficial to the Certificateholders than the guarantee arrangement in place immediately prior to such substitution;

(iii) the Substitute Issuer joins the Agency Agreement and assumes liability for the due and punctual payment of all amounts which become due in respect of the Certificates;

(iv) the Replacement Issuer is in possession of all necessary governmental authorisations, approvals, permissions, consents and licenses and thereunder may assume all obligations in connection with the Certificates and effect all payments under the Certificates to the Paying Agents without having to deduct or retain any taxes, fees or charges which the Issuer would not have had to de-duct or withhold; and

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(v) the Substitute Issuer has agreed to indemnify and hold harmless all Certificateholders against any tax, duty, assessment or governmental charge imposed on them in respect of such substitution; and

(vi) at the time of the substitution of the Issuer no amounts are due and outstanding in respect of the Certificates,

where “Affiliate” means, with respect to any specified person, any other person who directly or indi-rectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified person. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the owner-ship of voting securities, by contract or otherwise.

(b) Any substitution of the Issuer pursuant to this Condition 9 shall be binding on all Certificateholders and any reference in the Conditions to the “Issuer” shall forthwith be deemed to be a reference to the Sub-stitute Issuer.

(c) Any replacement of the Issuer pursuant to this Condition 9 shall without undue delay be published by the Substitute Issuer in accordance with Condition 8.]

[if appropriate, insert alternative or additional provisions in relation to the substitution of the issuer [●].]

10 CALCULATION AGENT, VALUATION AGENT, PAYING AGENTS

[10.1 Calculation Agent

(a) The Calculation Agent shall only act for the Issuer and not have any agent or fiduciary relationship with the Certificateholders. The Issuer will take care that at any time during the term of the Certificates a Calculation Agent is appointed which performs the obligations assigned to the Calculation Agent under these Certificate Terms. The Issuer may at any time dismiss the Calculation Agent from its functions and the Calculation Agent may at any time resign its function as Calculation Agent. Any such dismissal or resignation shall only become effective if the Issuer has appointed another entity as Calculation Agent. Any such dismissal, resignation or appointment shall be published by the Issuer without undue delay.

(b) Save for any manifest errors, any calculations and determinations of the Calculation Agent under these Certificate Terms shall, with the exception of wilful default or manifest error be final and binding for all parties. Neither the Issuer, nor any Paying Agent accepts any liability for any errors or omission in a calculation or determination of the Calculation Agent under these Certificate Terms, unless it concerns a liability of the Calculation Agent for own gross negligent or wilful default of the Calculation Agent.

10.2 Paying Agents

(a) The Paying Agent shall only act for the Issuer and not have any agent or fiduciary relationship with the Certificateholders. The Issuer will take care that at any time during the term of the Certificates a Princi-pal Paying Agent [and] [a German Paying Agent] [●] is appointed which perform the obligations as-signed to the Principal Paying Agent [and] [the German Paying Agent] [●] under these Certificate Terms. The Issuer may at any time dismiss the Paying Agents from its functions and the Paying Agents may at any time resign its functions. Any such dismissal or resignation shall only become effective if the Issuer has appointed another entity as Paying Agent. Any such dismissal, resignation or appoint-ment shall be published by the Issuer without undue delay.

(b) Save for wilful or gross negligent behaviour, the Paying Agents do not accept any liability vis-à-vis the Certificateholders for any acts or omissions under these Certificate Terms. Furthermore, neither the Is-suer, nor the Calculation Agent accepts any liability for any acts or omissions of the Paying Agents un-der these Certificate Terms.]

[if appropriate, insert alternative or additional provisions in relation to the Calculation Agent, Valuation Agent, Paying Agents [●].]

[In case the aggregate Nominal Amount of the Certificates to be issued by the Issuer amounts to no less than EUR 153,388 (or the corresponding amount in another currency), the provisions of §§ 5 et seqq. of the German Act on Bonds Constituting Part of Uniform Issues (Gesetz über Schuldverschreibungen aus Ge-

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samtemissionen – SchVG) shall apply, subject to any modification as set forth in the Certificate Terms, and the following shall be inserted:

11 MEETING OF CERTIFICATEHOLDERS, CERTIFICATEHOLDER REPRESENTATIVE

11.1 Holding of Certificateholder Meetings

(a) The Issuer may, with regard to matters concerning the joint interests of the Certificateholders in relation to the Certificates, and pursuant to §§ 5 et seqq. of the German Act on Bonds Constituting Part of Uni-form Issues (Gesetz über Schuldverschreibungen aus Gesamtemissionen – SchVG), convene meet-ings of the Certificateholders (the “Certificateholder Meetings”), which may, inter alia, appoint a joint representative of the Certificateholders by a corresponding majority resolution. A Certificateholder Meeting may be called following a request by

(i) the Issuer;

(ii) a Certificateholder Representative which has been appointed in accordance with Condition 11.5; or

(iii) Certificateholders holding not less than 5% of the then outstanding Certificates.

(b) The costs for convening and holding a Certificateholder Meeting will be borne by the Issuer.

(c) The place of the Certificateholder Meeting shall be specified in the Invitation.

11.2 Calling of Certificateholder Meetings

In order to be effective, the calling of a Certificateholder Meeting requires that the invitation to the Certi-ficateholders (the “Invitation”) be published where

(i) the publication must be made at least 14 days before the Lodgement Day within the meaning of Clause 11.3 (a) (i) in accordance with Clause 8;

(ii) the Invitation at least shall state the name and the registered office of the Issuer, the time and place of the Certificateholder Meeting and the conditions on which attendance at the Certificate-holder Meeting and the exercise of voting rights shall depend;

(iii) the Invitation shall include the requirements for a valid representation by proxy, if applicable;

(iv) the publication must be published without undue delay in the German electronic Federal Gazette (elektronischer Bundesanzeiger); and

(v) from the date of the calling of the Certificateholder Meeting until the Meeting Day, the Issuer shall make available to the Certificateholders the Invitation and a detailed description of the conditions on which attendance at the Certificateholder Meeting and the exercise of voting rights shall de-pend on under [website of Principal Paying Agent to be inserted].

11.3 Voting Rights

(a) Each Certificateholder shall participate in votes in accordance with the principal amount or arithmetical share of the outstanding Certificates held by such Certificateholder. Voting rights are suspended for Certificates which are held by the Issuer or any of its affiliates (section 271 paragraph 2 of the German Commercial Code (Handelsgesetzbuch – "HGB"). The right to vote is subject to the relevant Certifi-cateholder having

(i) no later than the third day (the “Lodgement Day“) before the day of the scheduled Certificate-holder Meeting (the “Meeting Day”) lodged its Certificates with the Custody Bank of the relevant Certificateholder in a blocked account; and

(ii) at the beginning of the Certificateholder Meeting, presented a confirmation of its Custody Bank to the Issuer which includes (1) the complete name and full address of the relevant Certificateholder, (2) the aggregate nominal amount of the Certificates which have been booked into a blocked ac-count of such Certificateholder until the end of the Certificateholder Meeting (the “Custody Bank Confirmation”).

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(b) If provided for in the Invitation, voting rights may also be exercised by a proxy having presented a writ-ten power of attorney from the relevant Certificateholder together with a Custody Bank Confirmation within the aforesaid meaning at the beginning of the Certificateholder Meeting to the Issuer.

11.4 Passing of Resolutions

(a) Certificateholders may agree by majority resolution to amend the Certificate Terms, provided that no obligation to perform may be imposed on the Certificateholders by majority resolution.

Majority resolutions of the Certificateholder Meeting must establish the same rights and obligations for and be binding on all Certificateholders. Any resolution which does not provide for equal conditions for all Certificateholders is void, unless the Certificateholders who are disadvantaged have expressly con-sented to the resolution based on which they are treated disadvantageously.

As a matter of principle, Certificateholders shall pass resolutions with a simple majority of the votes cast. Resolutions which materially amend the contents of the Certificate Terms, in particular in the fol-lowing cases, if applicable,

1. changes in the due date, reduction or exclusion of interest payments;

2. changes in the due date of the principal amount;

3. reduction of the principal amount;

4. subordination of claims made under the Certificates during insolvency proceedings of the Issuer;

5. conversion or exchange of the Certificates into shares, other securities or other promises of per-formance;

6. substitution or release of security;

7. changes in the currency of the Certificates;

8. waiver or limitation of the Certificateholders' right of termination; and

9. substitution of the Issuer;

require a majority of at least 75 per cent of the votes participating in the vote (“Qualified Majority“).

(b) Resolutions which have been adopted at a Certificateholder Meeting must be published by the Issuer within 10 days after the relevant meeting in the German electronic Federal Gazette (elektronischer Bundesanzeiger).

11.5 Certificateholder Representative

(a) The Certificateholder Meeting may appoint any person who has legal capacity or any competent legal entity as joint representative of the Certificateholders (the “Certificateholder Representative”) by a corresponding majority resolution in which,

(i) the scope of the Certificateholder Representative’s authority has to be determined; and

(ii) the Certificateholder Representative may be authorised to exercise rights of the Certificateholders and, correspondingly, exclude the authority of the Certificateholders to exercise these rights inde-pendently, unless expressly provided for in the majority resolution.

(b) For the avoidance of doubt, the resolution to appoint the Certificateholder Representative shall be passed with a simple majority of the votes cast.

(c) The Certificateholder Representative may at any time be removed by a corresponding resolution of the Certificateholder Meeting which is subject to the same requirements as the resolution made with regard to the appointment of such Certificateholder Representative.

11.6 Specific Provisions for no par value Certificates

If the Certificates have no Nominal Amount, then for the purposes of this Condition 11 the Issue Price of these Certificates shall be deemed to be the Nominal Amount.]

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[if appropriate, insert alternative or additional provisions regarding the Meeting of Certificateholders and the Certificateholder Representative [●].]

12 PARTIAL INVALIDITY

The complete or partial invalidity or unenforceability of any provision in these Certificate Terms shall not affect the validity or enforceability of the other provisions. Any gaps caused by invalid or unen-forceable provisions in these Certificate Terms shall be bridged analogously by way of complementary interpretation with regard to the interests of the parties.

13 FINAL PROVISIONS

13.1 Governing Law

The form and content of the Certificates and the rights and obligations of the Issuer and the Certificate-holders shall be governed by German law.

13.2 Place of Performance

The place of performance for all obligations of the Issuer and the Certificateholders under these Certifi-cate Terms shall be Frankfurt am Main.

13.3 Place of Jurisdiction

To the extent legally permissible, the place of jurisdiction out of or in connection with these Certificate Terms shall be Frankfurt am Main, Germany.

13.4 Process Agent

The Issuer has appointed NATIXIS, Zweigniederlassung Deutschland, Im Trutz Frankfurt 55, 60322 Frankfurt am Main, Federal republic of Germany as its agent to receive, for it and on its behalf, service of process in any proceedings in the Federal republic of Germany (the “Process Agent“). If for any reason the Process Agent ceases to be able to act as process agent or no longer has an address in the Federal Republic of Germany, the Issuer agrees to appoint a replacement process agent in the Federal Republic of Germany. Nothing of the foregoing shall affect the right to serve process in any manner permitted by law.

[13.5 Modification and Waiver of Rights

The Issuer may, without the consent of the Certificateholders, agree to:

(i) any modifications of the Agency Agreement which are not materially prejudicial to the interests of the Certificateholders;

(ii) modifications to these Certificate Terms in order to reflect any changes in an Underlying (to the extent they have an effect on the Conditions) or to cure any inconsistencies or add any missing provisions provided that such amendment or modification is, having regard to the interests of the Issuer, not materially detrimental to the economic position of the Certificateholders;

(iii) modifications of these Certificate Terms or the Agency Agreement which are of a formal, minor or technical nature or which are made to correct a manifest error or to comply with mandatory provi-sions of the laws of the jurisdictions in which the Issuer is organized, provided that such amend-ment or modification is, having regard to the interests of the Issuer, not materially detrimental to the economic position of the Certificateholders.

Any such modification shall be binding on all Certificateholders and shall be notified to them without undue delay in accordance with Condition 8.]

[if appropriate, insert alternative or additional provisions in relation to the modification and waiver of rights [●].]

13.6 Disruptions and Adjustments

All calculations, determinations, payments and other obligations incurred by the Issuer and/or the Cal-culation Agent and/or the Paying Agents under these Certificate Terms are subject to and shall (where

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necessary) be modified in accordance with the provisions on disruptions and adjustments as set out in the Technical Annex.

[14 GOVERNING LANGUAGE

These Certificate Terms have been drafted in English language only. Only the English text shall be controlling and binding.]

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I. TECHNICAL ANNEXES

I. Technical Annex “A” (Shares)

[This technical annex (the “Technical Annex”) is meant to describe further the Underlying of Certifi-cates to be issued under the issuance programme of Jersey incorporated NATIXIS Structured Products Limited (the “Issuer”) and will be attached to the Global Certificate to be issued in relation to the rele-vant Certificates together with the applicable Certificate Terms or, if possible, incorporated by reference into.

Details of the description of the Underlying will be established by completing this Technical Annex; all places marked (“●”) will be subject to an addition and the options marked with square brackets (“[ ]”) are subject to selection.]

1 THE UNDERLYING

1.1 General Description

The Underlying is [one] [ordinary share] [preference share] [•] [with no par value] [with a par value of •] (the “Share”) in • (the “Company”) which has [the German Securities Identification Number (WKN) •] [and] [the ISIN •] [and] [•].

1.2 Information on the Historic Performance and Volatility

[INSERT INFORMATION ON THE HISTORIC PERFORMANCE AND VOLATILITY OF THE SHARE, IF ANY]

1.3 Public sources where further information can be obtained

[INSERT INFORMATION ABOUT PUBLIC SOURCES WHERE FURTHER INFORMATION ABOUT THE SHARE CAN BE OBTAINED]

2 DEFINITIONS

[(a) This Technical Annex is an integral part of the certificate terms to which it is attached (the “Certificate Terms”).

(b) The following terms shall have the following meanings:

[“Settlement Cycle" means the period of Clearance System Business Days following a trade in the Share on the Exchange in which settlement will customarily occur according to the rules of such Ex-change.]

[“Share Price” means, in respect of any Automatic Redemption Valuation Date, the price per Share as determined by the Calculation Agent as of the Valuation Time on the relevant Exchange on such Automatic Redemption Valuation Date.]

“Initial Price” means [•] [the price of the Share as determined by the Calculation Agent as of the Valuation Time on the relevant Exchange on the Strike Date].

[“Automatic Redemption Valuation Date[s]” means • or, if [any of] such date[s] is not a relevant Scheduled Trading Day, the next following relevant Scheduled Trading Day.]

[“Barrier Price” means • (subject to an adjustment in accordance with the following provisions). ]

[“Valuation Date[s]” means [•] or, if [any of] such date[s] is not a relevant Scheduled Trading Day, the next following relevant Scheduled Trading Day.]

“Valuation Time” means [•] [the Scheduled Closing Time on the Exchange on the relevant Valuation Date or Averaging Date or Knock-in Determination Day or Knock-out Determination Day or Early Re-demption Valuation Date.] If such Exchange closes prior to its Scheduled Closing Time and the speci-

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fied Valuation Time is after the actual closing time for its regular trading session, then the Valuation Time shall be such actual closing time.

“Related Exchange” means [•] [the exchange where futures or options contracts relating to the Share are mainly traded, as determined by the Calculation Agent, in its sole and absolute discretion] or any successor to such exchange or any substitute exchange or quotation system to which trading in futures or options contracts relating to the Share has temporarily relocated (provided that the Calculation Agent has determined, in its sole and absolute discretion, that there is comparable liquidity relative to the fu-tures or options contracts relating to such Share on such temporary substitute exchange or quotation system as on the original Related Exchange).

“Exchange” means [•] [the exchange where the Share is mainly traded, as determined by the Calcula-tion Agent, in its sole and absolute discretion], or any successor to such exchange or any substitute exchange or quotation system to which trading in the Share has temporarily relocated (provided that the Calculation Agent has determined, in its sole and absolute discretion, that there is comparable li-quidity relative to such Share on such temporary substitute exchange or quotation system as on the original Exchange).

“Exchange Business Day” means any Scheduled Trading Day on which the Exchange and, if any, the Related Exchange are open for trading during their respective regular trading sessions, notwithstand-ing any such Exchange or, if any, such Related Exchange closing prior to its Scheduled Closing Time.

"Clearance System" means the principal domestic clearance system customarily used for settling trades in the Share at any relevant time, as determined by the Calculation Agent.

“Clearance System Settlement Disruption Event” means an event beyond the control of the Issuer as a result of which

(i) the Clearance System cannot clear the transfer of the Shares or

(ii) the Clearance System ceases to clear all or any of such Shares.

"Clearance System Business Day" means any day on which the Clearance System is (or, but for the occurrence of a Clearance System Settlement Disruption Event, would have been) open for the accep-tance and execution of settlement instructions.

[“Averaging Date” means [•] or, if such date is not a Scheduled Trading Day, the next following Valid Date.]

[“Final Price” means

(i) in respect of any Valuation Date, the price per Share as determined by the Calculation Agent as of the Valuation Time on the relevant Exchange on such Valuation Date; or

(ii) in respect of the Averaging Dates, the arithmetic average as determined by the Calculation Agent (rounded to the nearest unit of the relevant currency in which the Share is valued (with halves be-ing rounded up)) of the Reference Prices on each Averaging Date.] [●]

“Strike Date” means • or, if such date is not a relevant Scheduled Trading Day, the next following Scheduled Trading Day.

“Reference Price” means, in respect of any Averaging Date, the price per Share as determined by the Calculation Agent as of the Valuation Time on the Exchange on such Averaging Date.

“Scheduled Closing Time” means in respect of the Exchange or, if any, the Related Exchange and a Scheduled Trading Day, the scheduled weekday closing time of such Exchange or, if any, the Related Exchange on such Scheduled Trading Day, without regard to after hours or any other trading outside of the hours of the regular trading session hours.

“Scheduled Trading Day” means any day on which the Exchange and the Related Exchange are scheduled to be open for trading for their respective regular trading sessions.]

[if appropriate, insert alternative or additional definitions [●].]

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3 MARKET DISRUPTIONS

[3.1 Strike Date

(a) If the Strike Date is a Disrupted Day, then the Strike Date shall be the first succeeding Scheduled Trad-ing Day that is not a Disrupted Day, unless each of the [eight] [•] Scheduled Trading Days immediately following the Scheduled Strike Date is a Disrupted Day. In that case,

(i) the [eighth] [•] Scheduled Trading Day immediately following the Scheduled Strike Date (the “Ul-timate Strike Date”) shall be deemed to be the Strike Date (notwithstanding the fact that such day is a Disrupted Day), and

(ii) the relevant Initial Price shall be the Calculation Agent's good faith estimate of the value for the Share as of the Valuation Time on the Ultimate Strike Date.

(b) For the purposes of Condition 3.1, “Scheduled Strike Date” means the original date that, but for the occurrence of an event causing a Disrupted Day, would have been the Strike Date.

3.2 Valuation Date

(a) If any Valuation Date is a Disrupted Day, then this Valuation Date shall be the first succeeding Sched-uled Trading Day that is not a Disrupted Day, unless each of the [eight] [•] Scheduled Trading Days immediately following the relevant Scheduled Valuation Date is a Disrupted Day. In that case,

(i) the [eighth] [•] Scheduled Trading Day immediately following the Scheduled Valuation Date (the “Ultimate Valuation Date“) shall be deemed to be that Valuation Date (notwithstanding the fact that such day is a Disrupted Day), and

(ii) the relevant Final Price shall be the Calculation Agent's good faith estimate of the value for the Share as of the Valuation Time on that Ultimate Valuation Date.

(b) For the purposes of Condition 3.2, “Scheduled Valuation Date” means the original date that, but for the occurrence of an event causing a Disrupted Day, would have been a Valuation Date.

3.3 Averaging Date

[(a) If any Averaging Date is a Disrupted Day, then this Averaging Date shall be the first succeeding Valid Date. If the first succeeding Valid Date has not occurred as of the Valuation Time on the Ultimate Av-eraging Date, then

(i) the [eighth] [•] Scheduled Trading Day immediately following the Scheduled Valuation Date (the “Ultimate Averaging Date“) shall be deemed to be that Averaging Date (irrespective of whether the Ultimate Averaging Date is already an Averaging Date), and

(ii) the Reference Price in respect of that Averaging Date shall be the Calculation Agent's good faith estimate of the value for the Share as of the Valuation Time on the Ultimate Averaging Date.

(b) For the purposes of Condition 3.3, “Valid Date” means a Scheduled Trading Day that is not a Dis-rupted Day and on which another Averaging Date does not or is not deemed to occur.]

[Not applicable]

3.4 Knock-In-Event/Knock-Out-Event

[ONLY TO BE INSERTED IF PROVISIONS FOR A KNOCK-IN-EVENT OR A KNOCK-OUT-EVENT SHALL BE APPLICABLE:

(a) If the Knock-in Valuation Time or the Knock-out Valuation Time is the Valuation Time and if any Knock-in Determination Day or Knock-out Determination Day is a Disrupted Day, then such Knock-in Deter-mination Day or Knock-out Determination Day will be deemed not to be a Knock-in Determination Day or Knock-out Determination Day for the purposes of determining the occurrence of a Knock-in Event or a Knock-out Event.

(b) If the Knock-in Valuation Time or the Knock-out Valuation Time is any time or period of time during the regular trading hours on the relevant Exchange and if on any Knock-in Determination Day or Knock-out Determination Day and at any time during the one hour period that begins and/or ends at the time on

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which the price of the Share triggers the Knock-in Price or the Knockout Price, a Market Disruption Event occurs or exists, then the Knock-in Event or the Knock-out Event shall be deemed not to have occurred.]

[ONLY TO BE INSERTED IF NO PROVISIONS FOR A KNOCK-IN-EVENT OR A KNOCK-OUT-EVENT SHALL BE APPLICABLE:

Not applicable.]

3.5 Automatic Termination

[ONLY TO BE INSERTED IF AUTOMATIC TERMINATION IS APPLICABLE:

(a) If any Automatic Redemption Valuation Date is a Disrupted Day, then this Automatic Redemption Valuation Date shall be the first succeeding Scheduled Trading Day that is not a Disrupted Day, unless each of the [eight] [•] Scheduled Trading Days immediately following the relevant Scheduled Automatic Redemption Valuation Date is a Disrupted Day. In that case,

(i) the [eighth] [•] Scheduled Trading Day immediately following such Automatic Redemption Valua-tion Date (the “Ultimate Automatic Redemption Valuation Date“) shall be deemed to be that Automatic Redemption Valuation Date, notwithstanding the fact that such day is a Disrupted Day, and

(ii) the Share Price shall be the Calculation Agent's good faith estimate of the value for the Share as of the Valuation Time on that Ultimate Automatic Redemption Valuation Date.

(b) For the purposes of Condition 3.5, “Scheduled Automatic Redemption Valuation Date” means the original date that, but for the occurrence of an event causing a Disrupted Day, would have been an Automatic Redemption Valuation Date.]

[ONLY TO BE INSERTED IF NO AUTOMATIC TERMINATION IS APPLICABLE:

Not applicable.]

3.6 Disrupted Day

For the purposes of this Condition 3, the following terms shall have the following meanings: “Disrupted Day” means [any Scheduled Trading Day on which the Exchange or, if any, the Related

Exchange fails to open for trading during its regular trading session or on which a Market Disruption Event has occurred] [●].

“Market Disruption Event” means [the occurrence or existence of (i) a Trading Disruption; or

(ii) an Exchange Disruption which in either case the Calculation Agent determines is material, at any time during the one hour period that

(1) for the purposes of the occurrence of a Knock-in Event or a Knock-out Event begins and/or ends at the time on which the level of the Index triggers respectively the Knock-in Price or the Knock-Out-Price; or

(2) in all other circumstances that ends at the relevant Valuation Time, or

(iii) an Early Closure] [●].

“Trading Disruption” means [any suspension of or limitation imposed on trading by the relevant Ex-change or, if any, the Related Exchange or otherwise and whether by reason of movements in price exceeding limits permitted by the relevant Exchange or, if any, the Related Exchange or otherwise

(i) relating to that Share at the relevant Exchange, or

(ii) in futures or options contracts relating to that Share on the relevant Related Exchange] [●].

“Exchange Disruption” means [any event (other than an Early Closure) that disrupts or impairs (as determined by the Calculation Agent) the ability of market participants in general

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(i) to effect transactions in, or obtain market values for, the Share on the Exchange, or

(ii) to effect transactions in, or obtain market values for, futures or options contracts relating to the Share on the relevant Related Exchange] [●].

“Early Closure” means [the closure on any Exchange Business Day of the Exchange or, if any, the Related Exchange prior to its Scheduled Closing Time unless such earlier closing time is announced by such Exchange or, if any, the Related Exchange at least one hour prior to the earlier of:

(i) the actual closing time for the regular trading session on such Exchange or, if any, the Related Exchange on such Exchange Business Day and

(ii) the submission deadline for orders to be entered into the Exchange or, if any, the Related Ex-change system for execution at the Valuation Time on such Exchange Business Day] [●].]

[if appropriate, insert alternative or additional provisions in relation to Market Disruptions: [●].]

4 MODIFICATIONS

[4.1 Correction of Share Price

(a) In the event that any price published on the Exchange and which is utilised by the Calculation Agent for any determination (the "Original Determination") is subsequently corrected and the correction (the "Corrected Value") is published by the relevant Exchange within one relevant Settlement Cycle after the original publication, then the Calculation Agent will notify the Issuer of the Corrected Value as soon as reasonably practicable and shall determine the relevant value (the "Replacement Determination") using the Corrected Value.

(b) If the result of the Replacement Determination is different from the result of the Original Determination, to the extent that it determines to be necessary, the Calculation Agent may adjust any relevant terms accordingly.

4.2 Potential Adjustment Events

(a) If a Potential Adjustment Event occurs from, and including, the Issue Date to, and including, the latest of the last Valuation Date, the last Averaging Date, the last Knock-in Determination Day or the last Knock-out Determination Day, the Calculation Agent will promptly determine, in its sole and absolute discretion, whether such Potential Adjustment Event has a diluting or concentrative effect on the theo-retical value of that Share and, if so, will:

(i) make such adjustment(s), if any, to any one or more of the Barrier Price and/or the Initial Price and/or the Knock-in Price and/or the Knock-out Price and/or the Automatic Early Redemption Price and/or (if redemption by physical delivery) the Delivery Amount and/or any of the other rele-vant provisions of the Certificate Terms that the Calculation Agent determines, in its sole and ab-solute discretion, to be appropriate to account for that diluting or concentrative effect; and

(ii) determine, in its sole and absolute discretion, the effective date(s) of such adjustment(s).

(b) The Calculation Agent may (but need not) determine the appropriate adjustment(s) by reference to the adjustment(s) in respect of such Potential Adjustment Event made by an options exchange to options on such Share traded on such options exchange.

(c) The Calculation Agent shall not be required to make an adjustment to the Certificate Terms if it deter-mines (with reference as the case may be to the adjustment method of the Related Exchange on which options on the Shares are traded) that the theoretical change in value of any Share resulting from the occurrence of one or more events listed in the provisions hereof above is less than or equal to [one per cent] [•] of the value of that Share immediately before the occurrence of that event or those events.

(d) No adjustments to the property comprised within any Share will be required other than those specified above. However, the Issuer may cause the Calculation Agent to make additional adjustments to the property comprised within any Share to reflect changes occurring in relation to such property in other circumstances where the Issuer determines, in its sole and absolute discretion, that such changes are appropriate.

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(e) For the purposes of this Condition 4.2, "Potential Adjustment Event" means, with respect to the Company and/or the Share, any of the following as determined by the Calculation Agent:

(i) a subdivision, consolidation or reclassification of Shares (unless resulting in a Merger Event), or a free distribution or dividend of any such Shares to existing holders by way of bonus, capitalisation or similar issue;

(ii) a distribution, issue or dividend to existing holders of relevant Shares of

(1) such Shares;

(2) other share capital or securities granting the right to payment of dividends and/or the pro-ceeds of liquidation of the Company equally or proportionately with such payments to hold-ers of such Shares, or

(3) share capital or other securities of another issuer acquired or owned (directly or indirectly) by the Company as a result of a spin-off or other similar transaction, or

(4) any other type of securities, rights or warrants or other assets, in any case for payment (cash or other consideration) at less than the prevailing market price as determined by the Calculation Agent;

(iii) a dividend which the Calculation Agent determines, in its sole discretion and acting in good faith and in a commercially reasonable manner, should (in whole or part) be characterised as an ex-traordinary dividend;

(iv) a call by the Company in respect of Shares that are not fully paid;

(v) a repurchase by the Company or any of its subsidiaries of relevant Shares whether out of profits or capital and whether the consideration for such repurchase is cash, securities or otherwise;

(vi) in respect of the Company, an event that results in any shareholder rights being distributed or be-coming separated from shares of common stock or other shares of the capital stock of the Com-pany pursuant to a shareholder rights plan or arrangement directed against hostile takeovers that provides upon the occurrence of certain events for a distribution of preferred stock, warrants, debt instruments or stock rights at a price below their market value, as determined by the Calculation Agent, provided that any adjustment effected as a result of such an event shall be readjusted upon any redemption of such rights; or

(vii) any other similar event that may have a diluting or concentrative effect on the theoretical value of the Share.

4.3 Merger Events and Tender Offers

(a) If the Calculation Agent determines, in its sole and absolute discretion, that a Merger Event or a Tender Offer, has occurred at any time from, and including, the Issue Date to, and including, the latest of the last Valuation Date, the last Averaging Date, the last Knock-in Determination Day or the last Knock-out Determination Day, it shall forthwith notify the Issuer of the occurrence of such event and the relevant Merger Date or, as the case may be, Tender Offer Date and the Issuer may elect, in its sole and abso-lute discretion, on or after the Merger Date or, as the case may be, the Tender Offer Date

(i) in the case where the Share continues to be listed and traded on the Exchange, to retain such Share as the underlying share to which the Certificates are linked, subject to any adjustments to the terms of the Certificates as the Calculation Agent determines appropriate, in its sole and ab-solute discretion; OR (but not and)

(ii) to require the Calculation Agent

(1) to make such adjustment(s) to the redemption, payment or any other terms of the Certifi-cates as the Calculation Agent, in its sole and absolute discretion, considers to be appropri-ate to account for the economic effect on the Certificates of such Merger Event or Tender Offer (including, without limitation, (A) the replacement of the Share by the number of New Shares and/or the amount of Other Consideration (as subsequently modified in accordance with any relevant terms and including the proceeds of any redemption, if applicable) to which a holder of a Share would be entitled upon consummation of the Merger Event or the Tender

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Offer and/or (B) the adjustment to the Barrier Price and/or the Initial Price and/or the Knock-in Price and/or the Knock-out Price and/or the Automatic Early Redemption Price and/or (if redemption by physical delivery) the Delivery Amount and/or any of the other relevant terms of the Certificate Terms that the Calculation Agent determines, in its sole and absolute dis-cretion, to be appropriate to account for such replacement) and

(2) to determine, in its sole and absolute discretion, the effective date of such adjustment(s).

If a holder of Shares could make an election as between different components of the New Shares and/or Other Consideration, the Calculation Agent shall make, in its sole and absolute discretion, such election for the purposes of this sub-paragraph (ii).

In the case of Combined Consideration, the Calculation Agent may, in its sole and absolute dis-cretion, determine that the Share shall be replaced by the number of New Shares equal to the sum of

(A) the number of New Shares, which originally formed part of the Combined Consideration to-gether with

(B) the number of additional New Shares that could be purchased using the value on the Merger Date or, as the case may be, the Tender Offer Date of the Other Consideration.

In the event that the consideration for the Share consists of more than any one type of share or security, the Calculation Agent may determine, in its sole and absolute discretion, that the Share will be comprised of some but not all of such considerations (the “Retained Consideration”), and that the balance of the consideration shall not be so retained for purposes of comprising the Share (the “Non Retained Consideration”); provided, however, that an adjustment shall be made to the Retained Consideration comprising the Share so as to take into account the value of the Non Retained Consideration. The foregoing adjustment shall be made with reference to the values of the Retained Consideration and Non Retained Consideration in accordance with the quotations (if any) of the Retained Consideration and the Non Retained Consideration, respec-tively, made on the first Exchange Business Day following the Merger Date or, as the case may be, the Tender Offer Date and otherwise as the Calculation Agent may reasonably determine. OR (but not and)

(iii) to redeem all (but not some only) of the Certificates on the tenth Business Day after the Merger Date or, as the case may be, the Tender Offer Date (the “Early Redemption Date”) by paying the Early Redemption Amount determined, in its sole and absolute discretion, by the Calculation Agent on the Merger Date or, as the case may be, the Tender Offer Date. The Issuer's obligations under the Certificates shall be satisfied in full upon payment of such amount. In such event, the Issuer shall promptly notify the Paying Agent and the Certificateholders in accordance with Condi-tion 8 of the Certificate Terms that it has elected to redeem the Certificates (such notice stating the Early Redemption Date and the applicable Early Redemption Amount).

(b) The following terms shall have the following meanings:

“Merger Event” means any

(i) reclassification or change of the Share that results in a transfer of or an irrevocable commitment to transfer all of such Shares outstanding to another entity or person,

(ii) consolidation, amalgamation, merger or binding share exchange of the Company with or into an-other entity or person (other than a consolidation, amalgamation, merger or binding share ex-change in which such Company is the continuing entity and which does not result in a reclassifi-cation or change of all of such Shares outstanding),

(iii) takeover offer, tender offer, exchange offer, solicitation, proposal or other event by any entity or person to purchase or otherwise obtain 100% of the outstanding Shares of the Company that re-sults in a transfer of or an irrevocable commitment to transfer all such Shares (other than such Shares owned or controlled by such other entity or person), or

(iv) consolidation, amalgamation, merger or binding share exchange of the Company or its subsidiar-ies with or into another entity in which the Company is the continuing entity and which does not result in a reclassification or change of all such Shares outstanding but results in the outstanding

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Shares (other than Shares owned or controlled by such other entity) immediately prior to such event collectively representing less than 50% of the outstanding Shares immediately following such event (a "Reverse Merger").

“Combined Consideration” means New Shares in combination with Other Consideration.

“Merger Date” means the closing date of a Merger Event (as determined by the Calculation Agent) or, where a closing date cannot be determined under the local law applicable to such Merger Event, such other date as determined by the Calculation Agent.

“Minimum Percentage” means [10%] [•].

“New Shares” means ordinary or common shares, whether of the entity or person (other than the Company) involved in the Merger Event or the making of the Tender Offer or a third party, that are, or that as of the Merger Date or Tender Offer Date are promptly scheduled to be,

(i) publicly quoted, traded or listed on an exchange or quotation system located in the same country as the Exchange (or, where the Exchange is within the European Union, in any member state of the European Union) and

(ii) not subject to any currency exchange controls, trading restrictions or other trading limitations.

“Other Consideration” means cash and/or any securities (other than New Shares) or assets (whether of the entity or person (other than the Company) involved in the Merger Event or the making of the Tender Offer or a third party).

“Tender Offer” means a takeover offer, tender offer, exchange offer, solicitation, proposal or other event by any entity or person that results in such entity or person purchasing or otherwise obtaining or having the right to obtain, by conversion or other means, greater than the Minimum Percentage and less than 100% of the outstanding voting shares of the Company, as determined by the Calculation Agent, acting in its sole and absolute discretion, based upon the making of filings with governmental or self regulatory agencies or such other information as the Calculation Agent deems relevant.

“Tender Offer Date” means, in respect of a Tender Offer, the date on which voting shares in the amount of the applicable percentage threshold are actually purchased or otherwise obtained (as de-termined by the Calculation Agent).

4.4 Nationalisation, Insolvency and Delisting

(a) If the Calculation Agent determines, in its sole and absolute discretion, that Nationalisation, Insolvency or Delisting has occurred in respect of the Share or the Company from, and including, the Issue Date to, and including, the latest of the last Valuation Date, the last Averaging Date, the last Knock-in De-termination Day or the last Knock-out Determination Day, it shall forthwith notify the Issuer of such event and the Issuer may elect, in its sole and absolute discretion, either:

(i) to require the Calculation Agent to make such adjustment(s) to the redemption, settlement, pay-ment or any other terms of the Certificates (including, without limitation, the good faith estimate by the Calculation Agent of the value of the Share before the effective date of such event) as it, in its sole and absolute discretion, considers to be appropriate, and determine, in its sole and absolute discretion, the effective date of such adjustment(s); or

(ii) to redeem all (but not some only) the Certificates on the tenth Business Day (such day being an “Early Redemption Date”) following the day (or, if such day is not a Business Day, the first Busi-ness Day following the day) on which the Issuer receives notice from the Calculation Agent that such Nationalisation or Insolvency or Delisting has occurred (such day being a “Notification Date”). The Certificates shall be redeemed on the Early Redemption Date at the Early Redemp-tion Amount determined by the Calculation Agent, in its sole and absolute discretion, on the Noti-fication Date. The Issuer's obligations under the Certificates shall be satisfied in full upon payment of such amount. The Issuer shall promptly notify the Paying Agent and the Certificateholders in accordance with Condition 8 of the Certificate Terms that it has elected to redeem the Certificates (such notice stating the Early Redemption Date and the applicable Early Redemption Amount).

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(b) The following terms shall have the following meanings:

“Delisting” means that the Exchange announces that pursuant to the rules of the Exchange, the Share cease (or will cease) to be listed, traded or publicly quoted on the Exchange for any reason (other than a Merger Event or Tender Offer) and are not immediately re-listed, re-traded or re-quoted on an ex-change or quotation system located in the same country as the Exchange (or, where the Exchange is in the European Union, in any member state of the European Union).

“Insolvency” means that by reason of the voluntary or involuntary liquidation, bankruptcy, insolvency, dissolution or winding-up of or any analogous proceeding affecting the Company,

(i) all the Shares of the Company are required to be transferred to a trustee, liquidator or other simi-lar official or

(ii) holders of the Shares of the Company become legally prohibited from transferring them.

“Nationalisation” means that all the Shares or all the assets or substantially all the assets of the Com-pany are nationalised, expropriated or are otherwise required to be transferred to any governmental agency, authority, entity or instrumentality thereof.

4.5 Miscellaneous

(a) If more than one of the events set out in this Condition 4 occurs, the adjustments (if any) to the Certifi-cate Terms for the second and subsequent events shall be to the Certificate Terms as adjusted for preceding events.

(b) In the event that a determination is made that the Certificates will be settled by delivery of the Delivery Amount and on or after the last Valuation Date or the last Averaging Date or the last Knock-in Determi-nation Day or the last Knock-out Determination Day (but before the Final Settlement Date or the Early Settlement Date, as the case may be) a Potential Adjustment Event, a Merger Event, an Insolvency, a Nationalisation or a Delisting occurs, then the Issuer shall be entitled (but not obliged) upon immediate notice to the Certificateholders to

(i) delay the Final Settlement Date or the Early Settlement Date, as the case may be, to such date that falls five Business Days following such event and

(ii) cause the property comprising the Delivery Amount to be thereupon adjusted in accordance with the provisions hereof.

(c) As soon as reasonably practicable under the circumstances after making any adjustment or modifica-tion to the Certificate Terms in accordance with these Conditions, whether in the exercise of its own discretion or at the request of the Issuer, the Calculation Agent will give notice thereof to the Issuer and to the Principal Paying Agent whereupon the Issuer or the Principal Paying Agent shall notify the Certi-ficateholders of such adjustment or modification in accordance with Condition 8 of the Certificate Terms.]

[if appropriate, insert alternative or additional provisions in relation to Market Disruptions: [●].]

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II. Technical Annex “B/A” (Basket of Shares)

[This technical annex (the “Technical Annex”) is meant to describe further the Underlying of Certifi-cates to be issued under the issuance programme of Jersey incorporated NATIXIS Structured Products Limited (the “Issuer”) and will be attached to the Global Certificate to be issued in relation to the rele-vant Certificates together with the applicable Certificate Terms or, if possible, incorporated by reference into.

Details of the description of the Underlying will be established by completing this Technical Annex; all places marked (“●”) will be subject to an addition and the options marked with square brackets (“[ ]”) are subject to selection.]

1 THE UNDERLYING

1.1 General Description

The Underlying is the “• Basket” (hereinafter also: the “Basket”) as composed by • (the “Basket Agent”). The Basket is composed of the following Shares (each a “Share”) of the following issuers (each a “Company”), each with the following number of shares (the “Number of Shares”) [and with the following weightings]: •.

1.2 Information on the Historic Performance and Volatility

[INSERT INFORMATION ON THE HISTORIC PERFORMANCE AND VOLATILITY OF THE BASKET, IF ANY]

1.3 Public sources where further information can be obtained

[INSERT INFORMATION ABOUT PUBLIC SOURCES WHERE FURTHER INFORMATION ABOUT THE BASKET CAN BE OBTAINED]

2 CERTIFICATE TERMS, DEFINITIONS

[(a) This Technical Annex is an integral part of the certificate terms to which it is attached (the “Certificate Terms”).

(b) The following terms shall have the following meanings:

“Settlement Cycle" means, in respect of any Share, the period of relevant Clearance System Business Days following a trade in the Share on the relevant Exchange in which settlement will customarily occur according to the rules of such Exchange.

“Initial Price” means [•] [an amount for the Basket determined by the Calculation Agent equal to the sum of the values for the Shares of each Company as the product of

(i) the price of such Share as determined by the Calculation Agent as of the relevant Valuation Time on the relevant Exchange on the Strike Date; and

(ii) the relevant Number of Shares comprised in the Basket (subject to adjustment from time to time in accordance with the following provisions).

[“Automatic Redemption Valuation Date[s]” means [, in respect of any Share,] • or, if [any of] such date[s] is not a relevant Scheduled Trading Day, the next following relevant Scheduled Trading Day.]

[“Barrier Price” means • (subject to an adjustment in accordance with the following provisions).]

[“Basket Value” means, in respect of any Automatic Redemption Valuation Date, an amount for the Basket determined by the Calculation Agent equal to the sum of the values for the Shares of each Company as the product of

(i) the Reference Price of such Share as determined by the Calculation Agent as of the relevant Valuation Time on the relevant Exchange on such Automatic Redemption Valuation Date; and

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(ii) the relevant Number of Shares comprised in the Basket (subject to adjustment from time to time in accordance with the following provisions).]

[“Valuation Date[s]” means [, in respect of any Share,] • or, if [any of] such date[s] is not a relevant Scheduled Trading Day, the next following relevant Scheduled Trading Day.]

“Valuation Time” means, in respect of any Share, [•] [the Scheduled Closing Time on the relevant Ex-change on the relevant Valuation Date or Averaging Date or Knock-in Determination Day or Knock-out Determination Day or Early Redemption Valuation Date.] If the relevant Exchange closes prior to its Scheduled Closing Time and the specified Valuation Time is after the actual closing time for its regular trading session, then the Valuation Time shall be such actual closing time.

“Related Exchange” means [, in respect of any Share,] [•] [the exchange where futures or options con-tracts relating to the Share are mainly traded, as determined by the Calculation Agent, in its sole and absolute discretion] or any successor to such exchange or any substitute exchange or quotation sys-tem to which trading in futures or options contracts relating to the Share has temporarily relocated (provided that the Calculation Agent has determined, in its sole and absolute discretion, that there is comparable liquidity relative to the futures or options contracts relating to such Share on such tempo-rary substitute exchange or quotation system as on the original Related Exchange).

“Exchange” means [, in respect of any Share,] [•] [the principal stock exchange on which such Share is (as determined by the Calculation Agent) principally traded], or any successor to such exchange or any substitute exchange or quotation system to which trading in the relevant Share underlying the Index has temporarily relocated (provided that the Calculation Agent has determined that there is comparable liquidity relative to such Share on such temporary substitute exchange or quotation system as on the original Exchange).

“Exchange Business Day” means [, in respect of any Share,] any Scheduled Trading Day on which [the relevant Exchange and, if any, the relevant Related Exchange] [on which each Exchange and each Related Exchange] are open for trading during their respective regular trading sessions, notwith-standing any such Exchange or, if any, such Related Exchange closing prior to its Scheduled Closing Time.

"Clearance System" means, in respect of any Share, the principal domestic clearance system cus-tomarily used for settling trades in the Share at any relevant time, as determined by the Calculation Agent.

“Clearance System Settlement Disruption Event” means, in respect of any Share, an event beyond the control of the Issuer as a result of which

(i) the relevant Clearance System cannot clear the transfer of the Shares or

(ii) the relevant Clearance System ceases to clear all or any of such Shares.

"Clearance System Business Day" means, in respect of any Share, any day on which the relevant Clearance System is (or, but for the occurrence of a Clearance System Settlement Disruption Event, would have been) open for the acceptance and execution of settlement instructions.

[“Averaging Date” means [, in respect of any Share,] • or, if such date is not a Scheduled Trading Day, the next following Valid Date.]

“Final Price” means either:

(i) in respect of any Valuation Date, an amount for the Basket determined by the Calculation Agent equal to the sum of the values for the Shares of each Company as the product of

(1) the price of such Share as determined by the Calculation Agent as of the relevant Valuation Time on the relevant Exchange on such Valuation Date; and

(2) the relevant Number of Shares comprised in the Basket; OR

(ii) in respect of the Averaging Dates, the arithmetic average as determined by the Calculation Agent of the amounts for the Basket calculated on each Averaging Date as the sum of the values for the Shares of each Company as the product of

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(1) the Relevant Price of such Share on each of such Averaging Dates and

(2) the relevant Number of Shares comprised in the Basket.

[“Strike Date” means [, in respect of any Share,] • or, if such date is not a relevant Scheduled Trading Day, the next following Scheduled Trading Day.]

[“Reference Price” means, in respect of any Share and any Averaging Date [and] [or] any Automatic Redemption Valuation Date, the price per Share as determined by the Calculation Agent as of the Valuation Time on the Exchange on such Averaging Date or such Automatic Redemption Valuation Date.]

[“Scheduled Closing Time” means, in respect of any Share and the relevant Exchange or, if any, the Related Exchange and a Scheduled Trading Day, the scheduled weekday closing time of such Ex-change or, if any, the Related Exchange on such Scheduled Trading Day, without regard to after hours or any other trading outside of the hours of the regular trading session hours.]

[“Scheduled Trading Day” means [, in respect of any Share,] any day on which [the relevant Ex-change and the relevant Related Exchange] [each Exchange and each Related Exchange] are sched-uled to be open for trading for their respective regular trading sessions.]]

[if appropriate, insert alternative or additional Definitions: [●].]

3 MARKET DISRUPTIONS

[3.1 Strike Date

(a) If, in respect of any Share, the Strike Date is a Disrupted Day, then the Strike Date for such Share shall be the first succeeding Scheduled Trading Day that is not a Disrupted Day, unless each of the [eight] [•] Scheduled Trading Days immediately following the Scheduled Strike Date is a Disrupted Day. In that case,

(i) the [eighth] [•] Scheduled Trading Date immediately following the Scheduled Strike Date (the “Ul-timate Strike Date”) shall be deemed to be the Strike Date for such Share (notwithstanding the fact that such day is a Disrupted Day), and

(ii) the relevant price for such Share for the purposes of determining the Initial Price shall be the Cal-culation Agent's good faith estimate of the value for the Share as of the Valuation Time on the Ul-timate Strike Date.

(b) For the purposes of Condition 3.1, “Scheduled Strike Date” means, in respect of any Share, the origi-nal date that, but for the occurrence of an event causing a Disrupted Day, would have been the Strike Date.

3.2 Valuation Date

(a) If, in respect of such Share, any Valuation Date is a Disrupted Day, then this Valuation Date for such Share shall be the first succeeding Scheduled Trading Day that is not a Disrupted Day, unless each of the [eight] [•] Scheduled Trading Days immediately following the relevant Scheduled Valuation Date is a Disrupted Day. In that case,

(i) the [eighth] [•] Scheduled Trading Date immediately following the Scheduled Valuation Date (the “Ultimate Valuation Date“) shall be deemed to be that Valuation Date for such Share (notwith-standing the fact that such day is a Disrupted Day), and

(ii) the relevant Final Price of such Share shall be the Calculation Agent's good faith estimate of the value for the Share as of the Valuation Time on that Ultimate Valuation Date.

(b) For the purposes of Condition 3.2, “Scheduled Valuation Date” means, in respect of any Share, the original date that, but for the occurrence of an event causing a Disrupted Day, would have been a Valuation Date.

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3.3 Averaging Date

[(a) If, in respect of any Share, any Averaging Date is a Disrupted Day, then this Averaging Date for such Share shall be the first succeeding Valid Date. If the first succeeding Valid Date has not occurred as of the Valuation Time on the [eighth] [•] Scheduled Trading Date immediately following the Scheduled Valuation Date (the “Ultimate Averaging Date“), then

(i) the Ultimate Averaging Date shall be deemed to be that Averaging Date for such Share (irrespec-tive of whether the Ultimate Averaging Date is already an Averaging Date), and

(ii) the Reference Price of such Share in respect of that Averaging Date shall be the Calculation Agent's good faith estimate of the value for the Share as of the Valuation Time on the Ultimate Averaging Date.

(b) For the purposes of Condition 3.3, “Valid Date” means, in respect of any Share, a Scheduled Trading Day that is not a Disrupted Day and on which another Averaging Date does not or is not deemed to oc-cur.]

[Not applicable]

3.4 Knock-In-Event/Knock-Out-Event

[ONLY TO BE INSERTED IF PROVISIONS FOR A KNOCK-IN-EVENT OR A KNOCK-OUT-EVENT SHALL BE APPLICABLE:

(a) If the Knock-in Valuation Time or the Knock-out Valuation Time is the Valuation Time and if any Knock-in Determination Day or Knock-out Determination Day is a Disrupted Day, then such Knock-in Deter-mination Day or Knock-out Determination Day will be deemed not to be a Knock-in Determination Day or Knock-out Determination Day for the purposes of determining the occurrence of a Knock-in Event or a Knock-out Event.

(b) If the Knock-in Valuation Time or the Knock-out Valuation Time is any time or period of time during the regular trading hours on the relevant Exchange and if on any Knock-in Determination Day or Knock-out Determination Day and at any time during the one hour period that begins and/or ends at the time on which the price of the Share triggers the Knock-in Price or the Knockout Price, a Market Disruption Event occurs or exists, then the Knock-in Event or the Knock-out Event shall be deemed not to have occurred.]

[ONLY TO BE INSERTED IF NO PROVISIONS FOR A KNOCK-IN-EVENT OR A KNOCK-OUT-EVENT SHALL BE APPLICABLE:

Not applicable.]

3.5 Automatic Termination

[ONLY TO BE INSERTED IF AUTOMATIC TERMINATION IS APPLICABLE:

(a) If, in respect of any Share, any Automatic Redemption Valuation Date is a Disrupted Day, then this Automatic Redemption Valuation Date for such Share shall be the first succeeding Scheduled Trading Day that is not a Disrupted Day, unless each of the [eight] [•] Scheduled Trading Days immediately fol-lowing the relevant Scheduled Automatic Redemption Valuation Date is a Disrupted Day. In that case,

(i) the [eighth] [•] Scheduled Trading Day immediately following such Automatic Redemption Valua-tion Date (the “Ultimate Automatic Redemption Valuation Date“) shall be deemed to be that Automatic Redemption Valuation Date for such Share, notwithstanding the fact that such day is a Disrupted Day, and

(ii) the Reference Price of such Share shall be the Calculation Agent's good faith estimate of the value for the Share as of the Valuation Time on that Ultimate Automatic Redemption Valuation Date.

(b) For the purposes of Condition 3.5, “Scheduled Automatic Redemption Valuation Date” means, in respect of any Share, the original date that, but for the occurrence of an event causing a Disrupted Day, would have been an Automatic Redemption Valuation Date.]

[ONLY TO BE INSERTED IF NO AUTOMATIC TERMINATION IS APPLICABLE:

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Not applicable.]

3.6 Disrupted Day

For the purposes of this Condition 3, the following terms shall have the following meanings: “Disrupted Day” means, in respect of any Share, any Scheduled Trading Day on which the relevant

Exchange or, if any, the Related Exchange in respect of that Share fails to open for trading during its regular trading session or on which a Market Disruption Event has occurred.

“Market Disruption Event” means, in respect of any Share, the occurrence or existence of (i) a Trading Disruption; or

(ii) an Exchange Disruption which in either case the Calculation Agent determines is material, at any time during the one hour period that

(1) for the purposes of the occurrence of a Knock-in Event or a Knock-out Event begins and/or ends at the time on which the level of the Index triggers respectively the Knock-in Price or the Knock-Out-Price; or

(2) in all other circumstances that ends at the relevant Valuation Time, or

(iii) an Early Closure.

“Trading Disruption” means, in respect of any Share, any suspension of or limitation imposed on trad-ing by the relevant Exchange or, if any, the relevant Related Exchange or otherwise and whether by reason of movements in price exceeding limits permitted by the relevant Exchange or, if any, the rele-vant Related Exchange or otherwise

(i) relating to that Share at the relevant Exchange, or

(ii) in futures or options contracts relating to that Share on the relevant Related Exchange.

“Exchange Disruption” means, in respect of any Share, any event (other than an Early Closure) that disrupts or impairs (as determined by the Calculation Agent) the ability of market participants in general

(i) to effect transactions in, or obtain market values for, the Share on the relevant Exchange, or

(ii) to effect transactions in, or obtain market values for, futures or options contracts relating to the Share on the relevant Related Exchange.

“Early Closure” means, in respect of any Share, the closure on any Exchange Business Day of the Exchange or, if any, the Related Exchange in respect of that Share prior to its Scheduled Closing Time unless such earlier closing time is announced by such Exchange or, if any, the Related Exchange at least one hour prior to the earlier of:

(i) the actual closing time for the regular trading session on such Exchange or, if any, the Related Exchange on such Exchange Business Day and

(ii) the submission deadline for orders to be entered into the Exchange or, if any, the Related Ex-change system for execution at the Valuation Time on such Exchange Business Day.]

[if appropriate, insert alternative or additional provisions in relation to Market Disruptions: [●].]

4 MODIFICATIONS

[4.1 Correction of Share Price

(a) In the event that, in respect of any Share, any price published on the relevant Exchange and which is utilised by the Calculation Agent for any determination (the "Original Determination") is subsequently corrected and the correction (the "Corrected Value") is published by the relevant Exchange within one relevant Settlement Cycle after the original publication, then the Calculation Agent will notify the Issuer of the Corrected Value as soon as reasonably practicable and shall determine the relevant value (the "Replacement Determination") using the Corrected Value.

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(b) If the result of the Replacement Determination is different from the result of the Original Determination, to the extent that it determines to be necessary, the Calculation Agent may adjust any relevant terms accordingly.

4.2 Potential Adjustment Events

(a) If, in respect of any Company and/or any Share, a Potential Adjustment Event occurs from, and includ-ing, the Issue Date to, and including, the latest of the last Valuation Date, the last Averaging Date, the last Knock-in Determination Day or the last Knock-out Determination Day, the Calculation Agent will promptly determine, in its sole and absolute discretion, whether such Potential Adjustment Event has a diluting or concentrative effect on the theoretical value of that Share and, if so, will:

(i) make such adjustment(s), if any, to any one or more of the Barrier Price and/or the Initial Price and/or the Knock-in Price and/or the Knock-out Price and/or the Automatic Early Redemption Price and/or (if redemption by physical delivery) the Delivery Amount and/or any of the other rele-vant provisions of the Certificate Terms that the Calculation Agent determines, in its sole and ab-solute discretion, to be appropriate to account for that diluting or concentrative effect; and

(ii) determine, in its sole and absolute discretion, the effective date(s) of such adjustment(s).

(b) The Calculation Agent may (but need not) determine the appropriate adjustment(s) by reference to the adjustment(s) in respect of such Potential Adjustment Event made by an options exchange to options on such Share traded on such options exchange.

(c) The Calculation Agent shall not be required to make an adjustment to the Certificate Terms if it deter-mines (with reference as the case may be to the adjustment method of the Related Exchange on which options on the Shares are traded) that the theoretical change in value of any Share resulting from the occurrence of one or more events listed in the provisions hereof above is less than or equal to [one per cent] [•] of the value of that Share immediately before the occurrence of that event or those events.

(d) No adjustments to the property comprised within any Share will be required other than those specified above. However, the Issuer may cause the Calculation Agent to make additional adjustments to the property comprised within any Share to reflect changes occurring in relation to such property in other circumstances where the Issuer determines, in its sole and absolute discretion, that such changes are appropriate.

(e) For the purposes of this Condition 4.2, "Potential Adjustment Event" means, with respect to any Company and/or any Share, any of the following as determined by the Calculation Agent:

(i) a subdivision, consolidation or reclassification of Shares (unless resulting in a Merger Event), or a free distribution or dividend of any such Shares to existing holders by way of bonus, capitalisation or similar issue;

(ii) a distribution, issue or dividend to existing holders of relevant Shares of

(1) such Shares;

(2) other share capital or securities granting the right to payment of dividends and/or the pro-ceeds of liquidation of the Company equally or proportionately with such payments to hold-ers of such Shares, or

(3) share capital or other securities of another issuer acquired or owned (directly or indirectly) by the Company as a result of a spin-off or other similar transaction, or

(4) any other type of securities, rights or warrants or other assets, in any case for payment (cash or other consideration) at less than the prevailing market price as determined by the Calculation Agent;

(iii) a dividend which the Calculation Agent determines, in its sole discretion and acting in good faith and in a commercially reasonable manner, should (in whole or part) be characterised as an ex-traordinary dividend;

(iv) a call by the Company in respect of Shares that are not fully paid;

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(v) a repurchase by the Company (or any of its subsidiaries) of relevant Shares whether out of profits or capital and whether the consideration for such repurchase is cash, securities or otherwise;

(vi) in respect of the Company, an event that results in any shareholder rights being distributed or be-coming separated from shares of common stock or other shares of the capital stock of the Com-pany pursuant to a shareholder rights plan or arrangement directed against hostile takeovers that provides upon the occurrence of certain events for a distribution of preferred stock, warrants, debt instruments or stock rights at a price below their market value, as determined by the Calculation Agent, provided that any adjustment effected as a result of such an event shall be readjusted upon any redemption of such rights; or

(vii) any other similar event that may have a diluting or concentrative effect on the theoretical value of the Share.

4.3 Merger Events and Tender Offers

(a) If the Calculation Agent determines, in its sole and absolute discretion, that, in respect of any Share, a Merger Event or a Tender Offer, has occurred at any time from, and including, the Issue Date to, and including, the latest of the last Valuation Date, the last Averaging Date, the last Knock-in Determination Day or the last Knock-out Determination Day, it shall forthwith notify the Issuer of the occurrence of such event and the relevant Merger Date or, as the case may be, Tender Offer Date and the Issuer may elect, in its sole and absolute discretion, on or after the Merger Date or, as the case may be, the Tender Offer Date

(i) in the case where the Share continues to be listed and traded on the Exchange, to retain such Share as the underlying share to which the Certificates are linked, subject to any adjustments to the terms of the Certificates as the Calculation Agent determines appropriate, in its sole and ab-solute discretion; OR (but not and)

(ii) to require the Calculation Agent

(1) to make such adjustment(s) to the redemption, payment or any other terms of the Certifi-cates as the Calculation Agent, in its sole and absolute discretion, considers to be appropri-ate to account for the economic effect on the Certificates of such Merger Event or Tender Offer (including, without limitation, (A) the replacement of the Share by the number of New Shares and/or the amount of Other Consideration (as subsequently modified in accordance with any relevant terms and including the proceeds of any redemption, if applicable) to which a holder of a Share would be entitled upon consummation of the Merger Event or the Tender Offer and/or (B) the adjustment to the Barrier Price and/or the Initial Price and/or the Knock-in Price and/or the Knock-out Price and/or the Automatic Early Redemption Price and/or (if redemption by physical delivery) the Delivery Amount and/or any of the other relevant terms of the Certificate Terms that the Calculation Agent determines, in its sole and absolute dis-cretion, to be appropriate to account for such replacement) and

(2) to determine, in its sole and absolute discretion, the effective date of such adjustment(s).

If a holder of Shares could make an election as between different components of the New Shares and/or Other Consideration, the Calculation Agent shall make, in its sole and absolute discretion, such election for the purposes of this sub-paragraph (ii).

In the case of Combined Consideration, the Calculation Agent may, in its sole and absolute dis-cretion, determine that the Share shall be replaced by the number of New Shares equal to the sum of

(A) the number of New Shares, which originally formed part of the Combined Consideration to-gether with

(B) the number of additional New Shares that could be purchased using the value on the Merger Date or, as the case may be, the Tender Offer Date of the Other Consideration.

In the event that the consideration for the Share consists of more than any one type of share or security, the Calculation Agent may determine, in its sole and absolute discretion, that the Share will be comprised of some but not all of such considerations (the “Retained Consideration”), and that the balance of the consideration shall not be so retained for purposes of comprising the

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Share (the “Non Retained Consideration”); provided, however, that an adjustment shall be made to the Retained Consideration comprising the Share so as to take into account the value of the Non Retained Consideration. The foregoing adjustment shall be made with reference to the values of the Retained Consideration and Non Retained Consideration in accordance with the quotations (if any) of the Retained Consideration and the Non Retained Consideration, respec-tively, made on the first Exchange Business Day following the Merger Date or, as the case may be, the Tender Offer Date and otherwise as the Calculation Agent may reasonably determine. OR (but not and)

(iii) to redeem all (but not some only) of the Certificates on the tenth Business Day after the Merger Date or, as the case may be, the Tender Offer Date (the “Early Redemption Date”) by paying the Early Redemption Amount determined, in its sole and absolute discretion, by the Calculation Agent on the Merger Date or, as the case may be, the Tender Offer Date. The Issuer's obligations under the Certificates shall be satisfied in full upon payment of such amount. In such event, the Issuer shall promptly notify the Paying Agent and the Certificateholders in accordance with Condi-tion 8 of the Certificate Terms that it has elected to redeem the Certificates (such notice stating the Early Redemption Date and the applicable Early Redemption Amount).

(b) The following terms shall have the following meanings:

“Merger Event” means, with respect to any Company and/or Share, any

(i) reclassification or change of the Share that results in a transfer of or an irrevocable commitment to transfer all of such Shares outstanding to another entity or person,

(ii) consolidation, amalgamation, merger or binding share exchange of the Company with or into an-other entity or person (other than a consolidation, amalgamation, merger or binding share ex-change in which such Company is the continuing entity and which does not result in a reclassifi-cation or change of all of such Shares outstanding),

(iii) takeover offer, tender offer, exchange offer, solicitation, proposal or other event by any entity or person to purchase or otherwise obtain 100% of the outstanding Shares of the Company that re-sults in a transfer of or an irrevocable commitment to transfer all such Shares (other than such Shares owned or controlled by such other entity or person), or

(iv) consolidation, amalgamation, merger or binding share exchange of the Company or its subsidiar-ies with or into another entity in which the Company is the continuing entity and which does not result in a reclassification or change of all such Shares outstanding but results in the outstanding Shares (other than Shares owned or controlled by such other entity) immediately prior to such event collectively representing less than 50% of the outstanding Shares immediately following such event (a "Reverse Merger").

“Combined Consideration” means New Shares in combination with Other Consideration.

“Merger Date” means the closing date of a Merger Event (as determined by the Calculation Agent) or, where a closing date cannot be determined under the local law applicable to such Merger Event, such other date as determined by the Calculation Agent.

“Minimum Percentage” means [10%] [•].

“New Shares” means, in respect of any Company and/or Share, ordinary or common shares, whether of the entity or person (other than the Company) involved in the Merger Event or the making of the Tender Offer or a third party, that are, or that as of the Merger Date or Tender Offer Date are promptly scheduled to be,

(i) publicly quoted, traded or listed on an exchange or quotation system located in the same country as the Exchange (or, where the Exchange is within the European Union, in any member state of the European Union) and

(ii) not subject to any currency exchange controls, trading restrictions or other trading limitations.

“Other Consideration” means, in respect of any Company and/or Share, a cash amount and/or any securities (other than New Shares) or assets (whether of the entity or person (other than the Company) involved in the Merger Event or the making of the Tender Offer or a third party).

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“Tender Offer” means, in respect of any Company and/or Share, a takeover offer, tender offer, ex-change offer, solicitation, proposal or other event by any entity or person that results in such entity or person purchasing or otherwise obtaining or having the right to obtain, by conversion or other means, greater than the Minimum Percentage and less than 100% of the outstanding voting shares of the Company, as determined by the Calculation Agent, acting in its sole and absolute discretion, based upon the making of filings with governmental or self regulatory agencies or such other information as the Calculation Agent deems relevant.

“Tender Offer Date” means, in respect of a Tender Offer, the date on which voting shares in the amount of the applicable percentage threshold are actually purchased or otherwise obtained (as de-termined by the Calculation Agent).

4.4 Nationalisation, Insolvency and Delisting

(a) If the Calculation Agent determines, in its sole and absolute discretion, that, in respect of any Company and/or Share, a Nationalisation, Insolvency or Delisting has occurred in respect of the Share or the Company from, and including, the Issue Date to, and including, the latest of the last Valuation Date, the last Averaging Date, the last Knock-in Determination Day or the last Knock-out Determination Day, it shall forthwith notify the Issuer of such event and the Issuer may elect, in its sole and absolute discre-tion, either:

(i) to require the Calculation Agent to make such adjustment(s) to the redemption, settlement, pay-ment or any other terms of the Certificates (including, without limitation, the good faith estimate by the Calculation Agent of the value of the Share before the effective date of such event) as it, in its sole and absolute discretion, considers to be appropriate, and determine, in its sole and absolute discretion, the effective date of such adjustment(s); or

(ii) to redeem all (but not some only) the Certificates on the tenth Business Day (such day being an “Early Redemption Date”) following the day (or, if such day is not a Business Day, the first Busi-ness Day following the day) on which the Issuer receives notice from the Calculation Agent that such Nationalisation or Insolvency or Delisting has occurred (such day being a “Notification Date”). The Certificates shall be redeemed on the Early Redemption Date at the Early Redemp-tion Amount determined by the Calculation Agent, in its sole and absolute discretion, on the Noti-fication Date. The Issuer's obligations under the Certificates shall be satisfied in full upon payment of such amount. The Issuer shall promptly notify the Paying Agent and the Certificateholders in accordance with Condition 8 of the Certificate Terms that it has elected to redeem the Certificates (such notice stating the Early Redemption Date and the applicable Early Redemption Amount).

(b) The following terms shall have the following meanings:

“Delisting” means, in respect of any Share, that the relevant Exchange announces that pursuant to the rules of the Exchange, the Share cease (or will cease) to be listed, traded or publicly quoted on the Ex-change for any reason (other than a Merger Event or Tender Offer) and are not immediately re-listed, re-traded or re-quoted on an exchange or quotation system located in the same country as the Ex-change (or, where the Exchange is in the European Union, in any member state of the European Un-ion).

“Insolvency” means, in respect of any Company and/or Share, that by reason of the voluntary or in-voluntary liquidation, bankruptcy, insolvency, dissolution or winding-up of or any analogous proceeding affecting the Company,

(i) all the Shares of the Company are required to be transferred to a trustee, liquidator or other simi-lar official or

(ii) holders of the Shares of the Company become legally prohibited from transferring them.

“Nationalisation” means, in respect of any Company and/or Share, that all the Shares or all the assets or substantially all the assets of the Company are nationalised, expropriated or are otherwise required to be transferred to any governmental agency, authority, entity or instrumentality thereof.

4.5 Miscellaneous

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(a) If more than one of the events set out in this Condition 4 occurs, the adjustments (if any) to the Certifi-cate Terms for the second and subsequent events shall be to the Certificate Terms as adjusted for preceding events.

(b) As soon as reasonably practicable under the circumstances after making any adjustment or modifica-tion to the Certificate Terms in accordance with these conditions, whether in the exercise of its own discretion or at the request of the Issuer, the Calculation Agent will give notice thereof to the Issuer and to the Principal Paying Agent whereupon the Issuer or the Principal Paying Agent shall notify the Certi-ficateholders of such adjustment or modification in accordance with Condition 8 of the Certificate Terms.]

[if appropriate, insert alternative or additional provisions in relation to Modifications: [●].]

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III. Technical Annex “A/A” (Selection of Shares)

[This technical annex (the “Technical Annex”) is meant to describe further the Underlying of Certifi-cates to be issued under the issuance programme of Jersey incorporated NATIXIS Structured Products Limited (the “Issuer”) and will be attached to the Global Certificate to be issued in relation to the rele-vant Certificates together with the applicable Certificate Terms or, if possible, incorporated by reference into.

Details of the description of the Underlying will be established by completing this Technical Annex; all places marked (“●”) will be subject to an addition and the options marked with square brackets (“[ ]”) are subject to selection.]

1 THE UNDERLYING

1.1 General Description

The Underlying is a selection (hereinafter also: the “Selection”) comprising the following Shares (each a “Share”) of the following issuers (each a “Company”) [each with the following number of shares (the “Number of Shares”) and with the following proportions:] [•]. [The number of different Shares within the Selection shall at any time be equal to •.]

1.2 Information on the Historic Performance and Volatility

[INSERT INFORMATION ON THE HISTORIC PERFORMANCE AND VOLATILITY OF THE SHARES, IF ANY]

1.3 Public sources where further information can be obtained

[INSERT INFORMATION ABOUT PUBLIC SOURCES WHERE FURTHER INFORMATION ABOUT THE SHARES CAN BE OBTAINED]

2 CERTIFICATE TERMS, DEFINITIONS

[(a) This Technical Annex is an integral part of the certificate terms to which it is attached (the “Certificate Terms”).

(b) The following terms shall have the following meanings:

“Settlement Cycle" means, in respect of any Share, the period of relevant Clearance System Business Days following a trade in the Share on the relevant Exchange in which settlement will customarily occur according to the rules of such Exchange.

[“Share Price” means, in respect of any Automatic Redemption Valuation Date and any Share, the price per Share as determined by the Calculation Agent as of the Valuation Time on the relevant Ex-change on such Automatic Redemption Valuation Date.]

“Share Event” means, in respect of any Share, that a Merger Event, a Tender offer, a Nationalisation, a Delisting or an Insolvency occurs (as further defined in Condition 4).

“Initial Price” means [•] [in respect of any Share, the price of such Share as determined by the Calcu-lation Agent as of the relevant Valuation Time on the relevant Exchange on the Strike Date].

[“Automatic Redemption Valuation Date(s)” means, in respect of any Share, • or, if [any of] such date[s] is not a relevant Scheduled Trading Day, the next following relevant Scheduled Trading Day.]

[“Strike Date” means, in respect of any Share, • or, if such date is not a relevant Scheduled Trading Day, the next following Scheduled Trading Day.]

[“Barrier Price” means, in respect of any Share, • (subject to an adjustment in accordance with the following provisions).]

[“Valuation Date[s]” means, in respect of any Share, • or, if [any of] such date[s] is not a relevant Scheduled Trading Day, the next following relevant Scheduled Trading Day.]

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“Valuation Time” means, in respect of any Share, [•] [the Scheduled Closing Time on the relevant Ex-change on the relevant Valuation Date or Averaging Date or Knock-in Determination Day or Knock-out Determination Day or Early Redemption Valuation Date.] If the relevant Exchange closes prior to its Scheduled Closing Time and the specified Valuation Time is after the actual closing time for its regular trading session, then the Valuation Time shall be such actual closing time.

“Related Exchange” means, in respect of any Share, [•] [the exchange where futures or options con-tracts relating to the Share are mainly traded, as determined by the Calculation Agent, in its sole and absolute discretion] or any successor to such exchange or any substitute exchange or quotation sys-tem to which trading in futures or options contracts relating to the Share has temporarily relocated (provided that the Calculation Agent has determined, in its sole and absolute discretion, that there is comparable liquidity relative to the futures or options contracts relating to such Share on such tempo-rary substitute exchange or quotation system as on the original Related Exchange).

“Exchange” means, in respect of any Share, [•] [the principal stock exchange on which such Share is (as determined by the Calculation Agent) principally traded], or any successor to such exchange or any substitute exchange or quotation system to which trading in the relevant Share underlying the Index has temporarily relocated (provided that the Calculation Agent has determined that there is comparable liquidity relative to such Share on such temporary substitute exchange or quotation system as on the original Exchange).

“Exchange Business Day” means, in respect of any Share, any Scheduled Trading Day on which the relevant Exchange and, if any, the relevant Related Exchange are open for trading during their respec-tive regular trading sessions, notwithstanding any such Exchange or, if any, such Related Exchange closing prior to its Scheduled Closing Time.

"Clearance System" means, in respect of any Share, the principal domestic clearance system cus-tomarily used for settling trades in the Share at any relevant time, as determined by the Calculation Agent.

“Clearance System Settlement Disruption Event” means, in respect of any Share, an event beyond the control of the Issuer as a result of which

(i) the relevant Clearance System cannot clear the transfer of the Shares or

(ii) the relevant Clearance System ceases to clear all or any of such Shares.

"Clearance System Business Day" means, in respect of any Share, any day on which the relevant Clearance System is (or, but for the occurrence of a Clearance System Settlement Disruption Event, would have been) open for the acceptance and execution of settlement instructions.

[“Cut-off Date” means, in respect of any Valuation Date, the Scheduled Trading Date which is the first of the [five] [•] Scheduled Trading Days immediately preceding such Valuation Date.]

[“Averaging Date” means, in respect of any Share, • or, if such date is not a Scheduled Trading Day, the next following Valid Date.]

“Final Price” means, in respect of any Share, either:

(i) in respect of any Valuation Date, the price per such Share as determined by the Calculation Agent as of the relevant Valuation Time on the relevant Exchange on such Valuation Date; or

(ii) in respect of the Averaging Dates, the arithmetic average as determined by the Calculation Agent (rounded to the nearest unit of the relevant currency in which this Share is valued (with halves be-ing rounded up)) of the relevant Reference Prices on each Averaging Date,

provided that, notwithstanding the provisions of Condition 4.3 (Merger Events and Tender Offers) and 4.4 (Nationalisation and Delisting) below, if a Share Event occurs during the period from the relevant Cut-off Date to any Valuation Date (both dates included), the relevant Final Price of the Affected Share (as defined in Condition 4) shall be the price determined by the Calculation Agent as being its good faith estimate of the fair market value of the Affected Share.

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[“Reference Price” means, in respect of any Share and any Averaging Date, the price per Share as determined by the Calculation Agent as of the Valuation Time on the Exchange on such Averaging Date.]

“Scheduled Closing Time” means, in respect of any Share and the relevant Exchange or, if any, the Related Exchange and a Scheduled Trading Day, the scheduled weekday closing time of such Ex-change or, if any, the Related Exchange on such Scheduled Trading Day, without regard to after hours or any other trading outside of the hours of the regular trading session hours.

“Scheduled Trading Day” means, in respect of any Share, any day on which the relevant Exchange and the relevant Related Exchange are scheduled to be open for trading for their respective regular trading sessions.]

[if appropriate, insert alternative or additional Definitions: [●].]

3 MARKET DISRUPTIONS

[3.1 Strike Date

(a) If, in respect of any Share, the Strike Date is a Disrupted Day, then the Strike Date for such Share shall be the first succeeding Scheduled Trading Day that is not a Disrupted Day, unless each of the [eight] [•] Scheduled Trading Days immediately following the Scheduled Strike Date is a Disrupted Day. In that case,

(i) the [eighth] [•] Scheduled Trading Date immediately following the Scheduled Strike Date (the “Ul-timate Strike Date”) shall be deemed to be the Strike Date for such Share (notwithstanding the fact that such day is a Disrupted Day), and

(ii) the relevant Initial Price for such Share shall be the Calculation Agent's good faith estimate of the value for the Share as of the Valuation Time on the Ultimate Strike Date.

(b) For the purposes of Condition 3.1, “Scheduled Strike Date” means, in respect of any Share, the origi-nal date that, but for the occurrence of an event causing a Disrupted Day, would have been the Strike Date.

3.2 Valuation Date

(a) If, in respect of such Share, any Valuation Date is a Disrupted Day, then this Valuation Date for such Share shall be the first succeeding Scheduled Trading Day that is not a Disrupted Day, unless each of the [eight] [•] Scheduled Trading Days immediately following the relevant Scheduled Valuation Date is a Disrupted Day. In that case,

(i) the [eighth] [•] Scheduled Trading Date immediately following the Scheduled Valuation Date (the “Ultimate Valuation Date“) shall be deemed to be that Valuation Date for such Share (notwith-standing the fact that such day is a Disrupted Day), and

(ii) the relevant Final Price of such Share shall be the Calculation Agent's good faith estimate of the value for the Share as of the Valuation Time on that Ultimate Valuation Date.

(b) For the purposes of Condition 3.2, “Scheduled Valuation Date” means, in respect of any Share, the original date that, but for the occurrence of an event causing a Disrupted Day, would have been a Valuation Date.

3.3 Averaging Date

[(a) If, in respect of any Share, any Averaging Date is a Disrupted Day, then this Averaging Date for such Share shall be the first succeeding Valid Date. If the first succeeding Valid Date has not occurred as of the Valuation Time on the [eighth] [•] Scheduled Trading Date immediately following the Scheduled Valuation Date (the “Ultimate Averaging Date“), then

(i) the Ultimate Averaging Date shall be deemed to be that Averaging Date for such Share (irrespec-tive of whether the Ultimate Averaging Date is already an Averaging Date), and

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(ii) the Reference Price of such Share in respect of that Averaging Date shall be the Calculation Agent's good faith estimate of the value for the Share as of the Valuation Time on the Ultimate Averaging Date.

(b) For the purposes of Condition 3.3, “Valid Date” means, in respect of any Share, a Scheduled Trading Day that is not a Disrupted Day and on which another Averaging Date does not or is not deemed to oc-cur.]

[Not applicable]

3.4 Knock-In-Event/Knock-Out-Event

[ONLY TO BE INSERTED IF PROVISIONS FOR A KNOCK-IN-EVENT OR A KNOCK-OUT-EVENT SHALL BE APPLICABLE:

(a) If the Knock-in Valuation Time or the Knock-out Valuation Time is the Valuation Time and if any Knock-in Determination Day or Knock-out Determination Day is a Disrupted Day, then such Knock-in Deter-mination Day or Knock-out Determination Day will be deemed not to be a Knock-in Determination Day or Knock-out Determination Day for the purposes of determining the occurrence of a Knock-in Event or a Knock-out Event.

(b) If the Knock-in Valuation Time or the Knock-out Valuation Time is any time or period of time during the regular trading hours on the relevant Exchange and if on any Knock-in Determination Day or Knock-out Determination Day and at any time during the one hour period that begins and/or ends at the time on which the price of the Share triggers the Knock-in Price or the Knockout Price, a Market Disruption Event occurs or exists, then the Knock-in Event or the Knock-out Event shall be deemed not to have occurred.]

[ONLY TO BE INSERTED IF NO PROVISIONS FOR A KNOCK-IN-EVENT OR A KNOCK-OUT-EVENT SHALL BE APPLICABLE:

Not applicable.]

3.5 Automatic Termination

[ONLY TO BE INSERTED IF AUTOMATIC TERMINATION IS APPLICABLE:

(a) If, in respect of any Share, any Automatic Redemption Valuation Date is a Disrupted Day, then this Automatic Redemption Valuation Date for such Share shall be the first succeeding Scheduled Trading Day that is not a Disrupted Day, unless each of the [eight] [•] Scheduled Trading Days immediately fol-lowing the relevant Scheduled Automatic Redemption Valuation Date is a Disrupted Day. In that case,

(i) the [eighth] [•] Scheduled Trading Day immediately following such Automatic Redemption Valua-tion Date (the “Ultimate Automatic Redemption Valuation Date“) shall be deemed to be that Automatic Redemption Valuation Date for such Share, notwithstanding the fact that such day is a Disrupted Day, and

(ii) the Share Price of such Share shall be the Calculation Agent's good faith estimate of the value for the Share as of the Valuation Time on that Ultimate Automatic Redemption Valuation Date.

(b) For the purposes of Condition 3.5, “Scheduled Automatic Redemption Valuation Date” means, in respect of any Share, the original date that, but for the occurrence of an event causing a Disrupted Day, would have been an Automatic Redemption Valuation Date.]

[ONLY TO BE INSERTED IF NO AUTOMATIC TERMINATION IS APPLICABLE:

Not applicable.]

3.6 Disrupted Day

For the purposes of this Condition 3, the following terms shall have the following meanings: “Disrupted Day” means, in respect of any Share, any Scheduled Trading Day on which the relevant

Exchange or, if any, the Related Exchange in respect of that Share fails to open for trading during its regular trading session or on which a Market Disruption Event has occurred.

“Market Disruption Event” means, in respect of any Share, the occurrence or existence of

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(i) a Trading Disruption; or

(ii) an Exchange Disruption which in either case the Calculation Agent determines is material, at any time during the one hour period that

(1) for the purposes of the occurrence of a Knock-in Event or a Knock-out Event begins and/or ends at the time on which the level of the Index triggers respectively the Knock-in Price or the Knock-Out-Price; or

(2) in all other circumstances that ends at the relevant Valuation Time, or

(iii) an Early Closure.

“Trading Disruption” means, in respect of any Share, any suspension of or limitation imposed on trad-ing by the relevant Exchange or, if any, the relevant Related Exchange or otherwise and whether by reason of movements in price exceeding limits permitted by the relevant Exchange or, if any, the rele-vant Related Exchange or otherwise

(i) relating to that Share at the relevant Exchange, or

(ii) in futures or options contracts relating to that Share on the relevant Related Exchange.

“Exchange Disruption” means, in respect of any Share, any event (other than an Early Closure) that disrupts or impairs (as determined by the Calculation Agent) the ability of market participants in general

(i) to effect transactions in, or obtain market values for, the Share on the relevant Exchange, or

(ii) to effect transactions in, or obtain market values for, futures or options contracts relating to the Share on the relevant Related Exchange.

“Early Closure” means, in respect of any Share, the closure on any Exchange Business Day of the Exchange or, if any, the Related Exchange in respect of that Share prior to its Scheduled Closing Time unless such earlier closing time is announced by such Exchange or, if any, the Related Exchange at least one hour prior to the earlier of:

(i) the actual closing time for the regular trading session on such Exchange or, if any, the Related Exchange on such Exchange Business Day and

(ii) the submission deadline for orders to be entered into the Exchange or, if any, the Related Ex-change system for execution at the Valuation Time on such Exchange Business Day.]

[if appropriate, insert alternative or additional provisions in relation to Market Disruptions: [●].]

4 MODIFICATIONS

[4.1 Correction of Share Price

(a) In the event that, in respect of any Share, any price published on the relevant Exchange and which is utilised by the Calculation Agent for any determination (the "Original Determination") is subsequently corrected and the correction (the "Corrected Value") is published by the relevant Exchange within one relevant Settlement Cycle after the original publication, then the Calculation Agent will notify the Issuer of the Corrected Value as soon as reasonably practicable and shall determine the relevant value (the "Replacement Determination") using the Corrected Value.

(b) If the result of the Replacement Determination is different from the result of the Original Determination, to the extent that it determines to be necessary, the Calculation Agent may adjust any relevant terms accordingly.

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4.2 Potential Adjustment Events

(a) If, in respect of any Company and/or any Share, a Potential Adjustment Event occurs from, and includ-ing, the Issue Date to, and including, the latest of the last Valuation Date, the last Averaging Date, the last Knock-in Determination Day or the last Knock-out Determination Day, the Calculation Agent will promptly determine, in its sole and absolute discretion, whether such Potential Adjustment Event has a diluting or concentrative effect on the theoretical value of that Share and, if so, will:

(i) make such adjustment(s), if any, to any one or more of the relevant Barrier Price and/or the rele-vant Initial Price and/or the relevant Knock-in Price and/or the relevant Knock-out Price and/or the relevant Automatic Early Redemption Price and/or (if redemption by physical delivery) the rele-vant Delivery Amount and/or any of the other relevant Certificate Terms that the Calculation Agent determines, in its sole and absolute discretion, to be appropriate to account for that diluting or concentrative effect; and

(ii) determine, in its sole and absolute discretion, the effective date(s) of such adjustment(s).

(b) The Calculation Agent may (but need not) determine the appropriate adjustment(s) by reference to the adjustment(s) in respect of such Potential Adjustment Event made by an options exchange to options on such Share traded on such options exchange.

(c) The Calculation Agent shall not be required to make an adjustment to the Certificate Terms if it deter-mines (with reference as the case may be to the adjustment method of the Related Exchange on which options on the Shares are traded) that the theoretical change in value of any Share resulting from the occurrence of one or more events listed in the provisions hereof above is less than or equal to [one per cent] [•] of the value of that Share immediately before the occurrence of that event or those events.

(d) No adjustments to the property comprised within any Share will be required other than those specified above. However, the Issuer may cause the Calculation Agent to make additional adjustments to the property comprised within any Share to reflect changes occurring in relation to such property in other circumstances where the Issuer determines, in its sole and absolute discretion, that such changes are appropriate.

(e) For the purposes of this Condition 4.2, "Potential Adjustment Event" means, with respect to any Company and/or any Share, any of the following as determined by the Calculation Agent:

(i) a subdivision, consolidation or reclassification of Shares (unless resulting in a Merger Event), or a free distribution or dividend of any such Shares to existing holders by way of bonus, capitalisation or similar issue;

(ii) a distribution, issue or dividend to existing holders of relevant Shares of

(1) such Shares;

(2) other share capital or securities granting the right to payment of dividends and/or the pro-ceeds of liquidation of the Company equally or proportionately with such payments to hold-ers of such Shares, or

(3) share capital or other securities of another issuer acquired or owned (directly or indirectly) by the Company as a result of a spin-off or other similar transaction, or

(4) any other type of securities, rights or warrants or other assets, in any case for payment (cash or other consideration) at less than the prevailing market price as determined by the Calculation Agent;

(iii) a dividend which the Calculation Agent determines, in its sole discretion and acting in good faith and in a commercially reasonable manner, should (in whole or part) be characterised as an ex-traordinary dividend;

(iv) a call by the Company in respect of Shares that are not fully paid;

(v) a repurchase by the Company (or any of its subsidiaries) of relevant Shares whether out of profits or capital and whether the consideration for such repurchase is cash, securities or otherwise;

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(vi) in respect of the Company, an event that results in any shareholder rights being distributed or be-coming separated from shares of common stock or other shares of the capital stock of the Com-pany pursuant to a shareholder rights plan or arrangement directed against hostile takeovers that provides upon the occurrence of certain events for a distribution of preferred stock, warrants, debt instruments or stock rights at a price below their market value, as determined by the Calculation Agent, provided that any adjustment effected as a result of such an event shall be readjusted upon any redemption of such rights; or

(vii) any other similar event that may have a diluting or concentrative effect on the theoretical value of the Share.

4.3 Merger Events and Tender Offers

(a) If, following the occurrence of a Share-for-Share Merger Event in respect of any Share after the Issue Date and before the latest of the last Valuation Date, the last Averaging Date, the last Knock-in Deter-mination Day or the last Knock-out Determination Day:

(i) the Calculation Agent determines that the New Share Conditions are satisfied as of the Merger Date, then the New Shares and the company issuing those New Shares will be deemed to be that “Share” and that “Company” respectively, any one or more of the relevant Barrier Price and/or Ini-tial Price and/or Knock-in Price and/or Knock-out Price and/or Automatic Early Redemption Price and/or (if redemption by physical delivery) Delivery Amount will be adjusted by the Calculation Agent to account for the economic effect on the Certificates of such Merger Event and to reflect the number of New Shares to which a holder of one such Affected Share is entitled in exchange for the Affected Share and the Calculation Agent shall be entitled to adjust accordingly any of the other relevant provisions of the Certificate Terms, provided that such adjustment shall only apply after the Merger Date; or

(ii) the Calculation Agent determines that the New Share Conditions are not satisfied as of the Merger Date, then the Affected Share shall be replaced by a Substitute Share in accordance with the provisions set forth in Condition 4.6 (Substitution) below.

(b) Following the occurrence of a Share-for-Other Merger Event in respect of any Share after the Issue Date and before the latest of the last Valuation Date, the last Averaging Date, the last Knock-in Deter-mination Day or the last Knock-out Determination Day, the amount of Other Consideration (as subse-quently modified in accordance with any relevant terms and including the proceeds of any redemption, if applicable) as determined by the Calculation Agent, acting in its sole and absolute discretion, to which a holder of one such Affected Share would have been entitled upon consummation of the Merger Event shall be deemed to be reinvested in a Substitute Share in accordance with the provisions set forth in Condition 4.6 (Substitution) below.

(c) If, following the occurrence of a Share-for-Combined Merger Event in respect of any Share after the Issue Date and before the latest of the last Valuation Date, the last Averaging Date, the last Knock-in Determination Day or the last Knock-out Determination Day:

(i) the Calculation Agent determines that the New Share Conditions are satisfied as of the Merger Date, then the New Shares and the company issuing those New Shares will be deemed to be that “Share” and that “Company” respectively, any one or more of the relevant Barrier Price and/or Ini-tial Price and/or Knock-in Price and/or Knock-out Price and/or Automatic Early Redemption Price and/or (if redemption by physical delivery) Delivery Amount will be adjusted by the Calculation Agent by dividing it by the sum of the Exchange Ratio and the Other Consideration Ratio and the Calculation Agent shall be entitled to adjust accordingly any of the other relevant provisions of the Certificate Terms, provided that such adjustment shall only apply after the Merger Date;

(ii) the Calculation Agent determines that the New Share Conditions are not satisfied as of the Merger Date, then the Affected Share shall be replaced by a Substitute Share in accordance with the provisions set forth in Condition 4.6 (Substitution) below.

(d) Following the occurrence of a Share-for-Share Tender Offer in respect of any Share after the Issue Date and before the latest of the last Valuation Date, the last Averaging Date, the last Knock-in Deter-mination Day or the last Knock-out Determination Day, the Calculation Agent may but is not obliged to consider:

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(i) if it determines that the New Shares Conditions are satisfied as of the Tender Offer Date, then the New Shares and the company issuing those New Shares will be deemed to be that “Share” and that “Company” respectively, any one or more of the relevant Barrier Price and/or Initial Price and/or Knock-in Price and/or Knock-out Price and/or Automatic Early Redemption Price and/or (if redemption by physical delivery) Relevant Number of Shares will be adjusted accordingly by the Calculation Agent to account for the economic effect on the Certificates of such Tender Offer to reflect the number of New Shares to which a holder of one such Affected Share is entitled in ex-change for the Affected Share and the Calculation Agent shall be entitled to adjust accordingly any of the other relevant provisions of the Certificate Terms, provided that such adjustment shall only apply after the Tender Offer Date; or

(ii) if it determines that the New Share Conditions are not satisfied as of the Tender Offer Date, that the Affected Share shall be replaced by a Substitute Share in accordance with the provisions set forth in Condition 4.6 (Substitution) below.

(e) Following the occurrence of a Share-for-Other Tender Offer in respect of any Share after the Issue Date and before the latest of the last Valuation Date, the last Averaging Date, the last Knock-in Deter-mination Day or the last Knock-out Determination Day, the Calculation Agent may but is not obliged to consider that the amount of Other Consideration (as subsequently modified in accordance with any relevant terms and including the proceeds of any redemption, if applicable) as determined by the Cal-culation Agent, in its sole and absolute discretion, to which a holder of one such Affected Share would have been entitled upon consummation of the Tender Offer shall be deemed to be reinvested in a Sub-stitute Share in accordance with the provisions set forth in Condition 4.6 (Substitution) below.

(f) Following the occurrence of a Share-for-Combined Tender Offer in respect of any Share after the Issue Date and before the latest of the last Valuation Date, the last Averaging Date, the last Knock-in Deter-mination Day or the last Knock-out Determination Day, the Calculation Agent may but is not obliged to consider:

(i) if it determines that the New Shares Conditions are satisfied as of the Tender Offer Date, that the New Shares and the company issuing those New Shares will be deemed to be that “Share” and that “Company” respectively, any one or more of the relevant Barrier Price and/or Initial Price and/or Knock-in Price and/or Knock-out Price and/or Automatic Early Redemption Price and/or (if redemption by physical delivery) Delivery Amount will be adjusted accordingly by the Calculation Agent to account for the economic effect on the Certificates of such Tender Offer and to reflect the number of New Shares to which a holder of one such Affected Share is entitled in exchange for the Affected Share (provided that the amount of Other Consideration (as subsequently modi-fied in accordance with any relevant terms and including the proceeds of any redemption, if appli-cable) to which a holder of one such Affected Share would have been entitled upon consumma-tion of the Tender Offer, as determined by the Calculation Agent, shall be deemed to be ex-pressed in terms of a number of New Share(s)), and the Calculation Agent shall be entitled to ad-just accordingly any of the other relevant provisions of the Certificate Terms, provided that such adjustment shall only apply after the Tender Offer Date; or

(ii) if it determines that the New Share Conditions are not satisfied as of the Tender Offer Date, that the Affected Share shall be replaced by a Substitute Share in accordance with the provisions set forth in Condition 4.6 (Substitution) below.

(g) In respect of any Merger Event or Tender Offer, to the extent that a holder of an Affected Share could elect to receive New Shares or Other Consideration, the Calculation Agent will, for the purposes of making any calculation in respect of the Certificates, be deemed to elect to receive New Shares.

(h) It is specified for the avoidance of doubt that in case of Merger Event or Tender Offer (other than a Share-for-Other Merger Event or Share-for-Other Tender Offer) involving two or more Companies and neither of the Companies are a surviving entity, then the provisions of the above paragraphs (a), (c), (d) or (f) comprised in this Condition 4.3 (Merger Events and Tender Offers) shall apply to the Affected Share with the highest Share Differential and the provisions set forth in Condition 4.6 (Substitution) be-low shall apply to the other(s) Affected Share(s).

(i) The following terms shall have the following meanings:

“Share-for-Share” means

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(i) in respect of a Merger Event or Tender Offer, that the consideration for the relevant Shares con-sists (or, at the option of the holder of such Shares, will consist) solely of New Shares, and

(ii) a Reverse Merger.

“Share-for-Other” means, in respect of a Merger Event or Tender Offer, that the consideration for the relevant Shares consists solely of Other Consideration.

“Share-for-Combined” means, in respect of a Merger Event or Tender Offer, that the consideration for the relevant Shares consists solely of Combined Consideration.

“Share Differential” means, in respect of any Share, a number equal to the price of this Share as of the relevant Valuation Time on the relevant Exchange on the relevant Merger Date or, as the case may be, Tender Offer Date (or if such price is not available, the Calculation Agent's good faith estimate of the value of such Share as of the relevant Valuation Time on such date) divided by the relevant Initial Price in respect of such Share.

“Other Consideration” means, in respect of any Company and/or Share, a cash amount and/or any securities (other than New Shares) or assets (whether of the entity or person (other than the Company) involved in the Merger Event or the making of the Tender Offer or a third party).

“Exchange Ratio” means the number of New Shares that a holder of an Affected Share is entitled to receive on the Merger Date.

“New Shares Conditions” means, in respect of New Shares, that these New Shares

(i) are not already a Share already comprised in the Selection;

(ii) are or will be, listed on an Exchange; [and]

(iii) are, or will be, in the determination of the Calculation Agent, the subject of a large and liquid mar-ket [.] [; and]

[(iv) comply with the Additional New Shares Conditions.]

For the avoidance of doubt, if there is more than one company issuing New Shares in respect of the relevant Merger Event or, as the case may be, Tender Offer, such conditions shall be applied sepa-rately to the shares of each such company.

“Affected Share” means any Share affected by a Share Event.

“Merger Event” means, with respect to any Company and/or any Share, any

(i) reclassification or change of the Share that results in a transfer of or an irrevocable commitment to transfer all of such Shares outstanding to another entity or person,

(ii) consolidation, amalgamation, merger or binding share exchange of the Company with or into an-other entity or person (other than a consolidation, amalgamation, merger or binding share ex-change in which such Company is the continuing entity and which does not result in a reclassifi-cation or change of all of such Shares outstanding),

(iii) takeover offer, tender offer, exchange offer, solicitation, proposal or other event by any entity or person to purchase or otherwise obtain 100% of the outstanding Shares of the Company that re-sults in a transfer of or an irrevocable commitment to transfer all such Shares (other than such Shares owned or controlled by such other entity or person), or

(iv) consolidation, amalgamation, merger or binding share exchange of the Company or its subsidiar-ies with or into another entity in which the Company is the continuing entity and which does not result in a reclassification or change of all such Shares outstanding but results in the outstanding Shares (other than Shares owned or controlled by such other entity) immediately prior to such event collectively representing less than 50% of the outstanding Shares immediately following such event (a "Reverse Merger").

“Combined Consideration” means New Shares in combination with Other Consideration.

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“Merger Date” means the closing date of a Merger Event (as determined by the Calculation Agent) or, where a closing date cannot be determined under the local law applicable to such Merger Event, such other date as determined by the Calculation Agent.

“Minimum Percentage” means [10%] [•].

“New Shares” means, in respect of any Company and/or Share, ordinary or common shares, whether of the entity or person (other than the Company) involved in the Merger Event or the making of the Tender Offer or a third party, that are, or that as of the Merger Date or Tender Offer Date are promptly scheduled to be,

(i) publicly quoted, traded or listed on an exchange or quotation system located in the same country as the Exchange (or, where the Exchange is within the European Union, in any member state of the European Union) and

(ii) not subject to any currency exchange controls, trading restrictions or other trading limitations.

“Tender Offer” means, in respect of any Company and/or Share, a takeover offer, tender offer, ex-change offer, solicitation, proposal or other event by any entity or person that results in such entity or person purchasing or otherwise obtaining or having the right to obtain, by conversion or other means, greater than the Minimum Percentage and less than 100% of the outstanding voting shares of the Company, as determined by the Calculation Agent, acting in its sole and absolute discretion, based upon the making of filings with governmental or self regulatory agencies or such other information as the Calculation Agent deems relevant.

“Tender Offer Date” means, in respect of a Tender Offer, the date on which voting shares in the amount of the applicable percentage threshold are actually purchased or otherwise obtained (as de-termined by the Calculation Agent).

“Other Consideration Ratio” means either

(i) if the Other Consideration is quoted on an exchange on the Merger Date, the closing price of that Other Consideration on such exchange on the Merger Date or

(ii) if such Other Consideration is not quoted on an exchange on such date, the Calculation Agent’s good faith estimate of the value at which such Other Consideration could be sold to a willing buyer in an arm’s length transaction on the Merger Date,

in both cases expressed in terms of the number of New Shares that a holder of an Affected Share is entitled to receive on the Merger Date.

[”Additional New Shares Conditions“ means •.]

4.4 Nationalisation and Delisting

(a) If the Calculation Agent determines, in its sole and absolute discretion, that Nationalisation or Delisting has occurred in respect of any Share or any Company from, and including, the Issue Date to, and in-cluding, the latest of the last Valuation Date, the last Averaging Date, the last Knock-in Determination Day or the last Knockout Determination Day, then the Affected Share shall be replaced by a Substitute Share in accordance with the provisions set forth in Condition 4.6 (Substitution) below.

(b) The following terms shall have the following meanings:

“Delisting” means, in respect of any Share, that the relevant Exchange announces that pursuant to the rules of the Exchange, the Share cease (or will cease) to be listed, traded or publicly quoted on the Ex-change for any reason (other than a Merger Event or Tender Offer) and are not immediately re-listed, re-traded or re-quoted on an exchange or quotation system located in the same country as the Ex-change (or, where the Exchange is in the European Union, in any member state of the European Un-ion).

“Nationalisation” means, in respect of any Company and/or Share, that all the Shares or all the assets or substantially all the assets of the Company are nationalised, expropriated or are otherwise required to be transferred to any governmental agency, authority, entity or instrumentality thereof.

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4.5 Insolvency

(a) If the Calculation Agent determines, in its sole and absolute discretion, that Insolvency has occurred in respect of any Company from, and including, the Issue Date to, and including, the latest of the last Valuation Date, the last Averaging Date, the last Knock-in Determination Day or the last Knock-out De-termination Day, then the Calculation Agent shall determine its good faith estimate of the value of such Share (the “Share Value”) which may be, for the avoidance of doubt, equal to zero. The Calculation Agent may (but is not obliged to) decide that the Share Value shall be deemed to be the Other Consid-eration and reinvested in a Substitute Share in accordance with the provisions set forth in Condition 4.6 (Substitution) below.

(b) “Insolvency” means, in respect of any Company and/or Share, that by reason of the voluntary or in-voluntary liquidation, bankruptcy, insolvency, dissolution or winding-up of or any analogous proceeding affecting the Company,

(i) all the Shares of the Company are required to be transferred to a trustee, liquidator or other simi-lar official or

(ii) holders of the Shares of the Company become legally prohibited from transferring them.

4.6 Substitution

(a) Upon the occurrence of a Share Event with respect to an Affected Share (other than a Share-for-Combined Merger Event or a Share-for-Combined Tender Offer or a Sharefor-Share Merger Event or a Share-for-Share Tender Offer where the New Share Conditions are satisfied):

(i) the Calculation Agent shall determine the Market Value of the Substitute Consideration and the Market Value of the Substitute Share;

(ii) the Substitute Share and the company issuing those Substitute Shares will be deemed to be the “Share” and the “Company” respectively with effect on the Substitution Date;

(iii) the relevant Initial Price will be adjusted by the Calculation Agent by dividing (a) such relevant Ini-tial Price by (b) an amount equal to (1) the Market Value of the Substitute Consideration divided by (2) the Market Value of the Substitute Share, provided that such adjustment shall only apply after the Substitution Date; and

(iv) the Calculation Agent shall be entitled to adjust accordingly any of the other relevant provisions of the Certificate Terms (including, but not limited to, any of the relevant Barrier Price and/or Knock-in Price and/or Knock-out Price and/or Automatic Early Redemption Price which will be adjusted by the Calculation Agent in accordance with the methodology above defined), provided that such adjustment shall only apply after the Substitution Date.

(b) The following terms shall have the following meanings:

“Market Value” means an amount determined by the Calculation Agent to be respectively:

(i) in respect of the Substitute Share (the “Market Value of the Substitute Share”), the closing price per Substitute Share on the relevant exchange on the Substitution Date,

(ii) in respect of the Substitute Consideration (the “Market Value of the Substitute Consideration”):

(1) if such Substitute Consideration is quoted on an exchange on the Substitution Date, the closing price per Substitute Consideration on the relevant exchange on the Substitution Date, and/or

(2) if such Substitute Consideration is not quoted on an exchange on the Substitution Date, the Calculation Agent’s good faith estimate of the value at which the Substitute Consideration could be sold to a willing buyer in an arm’s length transaction on the Substitution Date.

For the avoidance of doubt, the Market Value of Other Consideration shall be deemed to be ex-pressed as an amount per Affected Share.

“Substitute Share” means, in respect of any Affected Share, a share selected by the Calculation Agent to replace that Affected Share which satisfies each of the following criteria:

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(i) it is not already a Share comprised in the Selection (except if such Share is a New Share re-ceived as a consequence of a de-merger Event in respect of which the New Share Conditions are satisfied);

(ii) it is a share in respect of which no Share Event would occur immediately upon its substitution for the relevant Affected Share;

(iii) it is listed on a regulated exchange and is traded on an exchange, quotation system or market that the Calculation Agent determines is of comparative size and liquidity relative to the Substitute Share as the Exchange is relative to the Affected Share;

(iv) it is issued to the extent that this is possible by a company located in the same geographical area as the Company relating to the Affected Share; [and]

(v) it is part, to the extent that this is possible, of the same economic sector as the Company relating to the Affected Share [.] [; and]

[(vi) the Additional Substitute Share Conditions (if any) are met.]

“Substitute Consideration” means

(i) the Affected Share; or

(ii) New Shares and/or Other Consideration exchanged or otherwise received in respect of the Af-fected Share.

“Substitution Date” means, in respect of any Share Event and any Share, the third Exchange Busi-ness Day (on which, if relevant, no Market Disruption Event has occurred) succeeding the Effective Date.

[“Additional Substitute Share Conditions” means •.]

4.7 Miscellaneous

(a) If more than one of the events set out in this Condition 4 occurs, the adjustments (if any) to the Certifi-cate Terms for the second and subsequent events shall be to the Certificate Terms as adjusted for preceding events.

(b) In the event that a determination is made that the Certificates will be settled by delivery of the Delivery Amount and on or after the last Valuation Date or the last Averaging Date or the last Knock-in Determi-nation Day or the last Knock-out Determination Day (but before the Final Settlement Date or the Early Settlement Date, as the case may be) a Potential Adjustment Event, a Merger Event, an Insolvency, a Nationalisation or a Delisting occurs, then the Issuer shall be entitled (but not obliged) upon immediate notice to the Certificateholders to

(i) delay the Final Settlement Date or the Early Settlement Date, as the case may be, to such date that falls five Business Days following such event; and

(ii) cause the property comprising the Delivery Amount to be thereupon adjusted in accordance with the provisions hereof.

(c) As soon as reasonably practicable under the circumstances after making any adjustment or modifica-tion to the Certificate Terms in accordance with these conditions, whether in the exercise of its own discretion or at the request of the Issuer, the Calculation Agent will give notice thereof to the Issuer and to the Principal Paying Agent whereupon the Issuer or the Principal Paying Agent shall notify the Certi-ficateholders of such adjustment or modification in accordance with Condition 8 of the Certificate Terms.]

[if appropriate, insert alternative or additional provisions in relation to Modifications: [●].]

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IV. Technical Annex “I” (Indices)

[This technical annex (the “Technical Annex”) is meant to describe further the Underlying of Certifi-cates to be issued under the issuance programme of Jersey incorporated NATIXIS Structured Products Limited (the “Issuer”) and will be attached to the Global Certificate to be issued in relation to the rele-vant Certificates together with the applicable Certificate Terms or, if possible, incorporated by reference into.

Details of the description of the Underlying will be established by completing this Technical Annex; all places marked (“●”) will be subject to an addition and the options marked with square brackets (“[ ]”) are subject to selection.]

1 THE UNDERLYING

1.1 General Description

The Underlying is the “• Index” (hereinafter also: the “Index”) as calculated and maintained by • (the “Index Sponsor”). The Index is composed of • (the “Index Components”). The Index is a [Single Ex-change Index] [Multi Exchange Index]. [INSERT FURTHER DESCRIPTION OF THE INDEX AND ITS COMPONENTS].

1.2 Information on the Historic Performance and Volatility

[INSERT INFORMATION ON THE HISTORIC PERFORMANCE AND VOLATILITY OF THE INDEX, IF ANY]

1.3 Public sources where further information can be obtained

[INSERT INFORMATION ABOUT PUBLIC SOURCES WHERE FURTHER INFORMATION ABOUT THE INDEX CAN BE OBTAINED]

2 CERTIFICATE TERMS, DEFINITIONS

[2.1 Certificate Terms

This Technical Annex is an integral part of the certificate terms to which it is attached (the “Certificate Terms”).

2.2 General Definitions

The following terms shall have the following meanings:

“Initial Level” means [•] [the level of the Index as determined by the Calculation Agent as of the Valua-tion Time on the Strike Date].

[“Automatic Redemption Valuation Date[s]” means • or, if [any of] such date[s] is not a relevant Scheduled Trading Day, the next following relevant Scheduled Trading Day.]

[“Barrier Level” means •.]

[“Valuation Date[s]” means [•] or, if [any] such date[s] is not a relevant Scheduled Trading Day, the next following relevant Scheduled Trading Day.]

“Related Exchange” means •, any successor to such exchange or any substitute exchange or quota-tion system to which trading in futures or options contracts relating to the Index has temporarily relo-cated (provided that the Calculation Agent has determined that there is comparable liquidity relative to the futures or options contracts relating to the Index on such temporary substitute exchange or quota-tion system as on the original Related Exchange).

“Multi Exchange Index” means, in respect of the Index specified to be a Multi Exchange Index, that the Index components of the Index are or deemed to be traded on several exchanges and accordingly that the definitions herein relating to Multi Exchange Indices shall apply to the Index.

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[“Averaging Date” means or, if such date is not a Scheduled Trading Day, the next following Valid Date.]

“Final Level” means either:

(i) in respect of any Valuation Date, the level of the Index as determined by the Calculation Agent as of the Valuation Time on such Valuation Date; or

(ii) in respect of the Averaging Dates, the arithmetic average as determined by the Calculation Agent (rounded to the nearest unit of the relevant currency in which the Index is valued with halves be-ing rounded up) of the Relevant Levels on each Averaging Date.

“Strike Date” means • or, if such date is not a relevant Scheduled Trading Day, the next following Scheduled Trading Day.

“Single Exchange Index” means, in respect of the Index specified to be a Single Exchange Index, that the Index components of the Index are or deemed to be traded on the same exchange and accordingly that the definitions comprised herein relating to the Single Exchange Index shall apply to the Index.

[“Index Level” means, in respect of any Automatic Redemption Valuation Date, the level of the Index as determined by the Calculation Agent as of the Valuation Time on the relevant Exchange on such Automatic Redemption Valuation Date.]

“Relevant Level” means, in respect of any Averaging Date, the level of the Index as determined by the Calculation Agent as of the Valuation Time on such Averaging Date.

[INSERT OTHER DEFINITIONS, IF REQUIRED:]

[ONLY TO BE INSERTED FOR SINGLE EXCHANGE INDEX-LINKED CERTIFICATES:]

2.3 Specific Definitions for Single Exchange Index-Linked Certificates

In addition to Condition 2.2, the following terms shall have the following meanings:

“Valuation Time” means [•] [the Scheduled Closing Time on the Exchange on the relevant Valuation Date or Averaging Date or Knock-in Determination Day or Knock-out Determination Day or Automatic Redemption Date]. If the Exchange closes prior to its Scheduled Closing Time and the specified Valua-tion Time is after the actual closing time for its regular trading session, then the Valuation Time shall be such actual closing time.

“Exchange” means •, any successor to such exchange or any substitute exchange or quotation sys-tem to which trading in the shares underlying the Index has temporarily relocated (provided that the Calculation Agent has determined that there is comparable liquidity relative to the shares underlying the Index on such temporary substitute exchange or quotation system as on the original Exchange).

“Exchange Business Day” means any Scheduled Trading Day on which the Exchange and, if any, the Related Exchange are open for trading during their respective regular trading sessions, notwithstand-ing any such Exchange or, if any, the Related Exchange closing prior to its Scheduled Closing Time.

“Scheduled Closing Time” means in respect of the Exchange or, if any, the Related Exchange and a Scheduled Trading Day, the scheduled weekday closing time of such Exchange or, if any, the Related Exchange on such Scheduled Trading Day, without regard to after hours or any other trading outside of the hours of the regular trading session hours.

“Scheduled Trading Day” means any day on which the Exchange and the Related Exchange are scheduled to be open for trading for their respective regular trading sessions.

“Disrupted Day” means any Scheduled Trading Day on which the Exchange or, if any, the Related Exchange fails to open for trading during its regular trading session or on which a Market Disruption Event has occurred.

“Early Closure” means the closure on any Exchange Business Day of any relevant Exchange relating to securities that comprise 20 percent or more of the level of the Index or, if any, the Related Exchange prior to its Scheduled Closing Time unless such earlier closing time is announced by such Exchange or, if any, the Related Exchange at least one hour prior to the earlier of.

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(i) the actual closing time for the regular trading session on such Exchange or any Related Ex-change on such Exchange Business Day and

(ii) the submission deadline for orders to be entered into the Exchange or, if any, the Related Ex-change system for execution at the Valuation Time on such Exchange Business Day.

“Exchange Disruption” means any event (other than an Early Closure) that disrupts or impairs (as determined by the Calculation Agent) the ability of market participants in general

(i) to effect transactions in, or obtain market values for, securities that comprise 20 percent or more of the level of the Index on any relevant Exchange relating to securities that comprise 20 percent or more of the level of the Index, or

(ii) to effect transactions in, or obtain market values for, futures or options contracts relating to the Index on the relevant Related Exchange.

“Market Disruption Event” means the occurrence or existence of

(i) a Trading Disruption; or

(ii) an Exchange Disruption which in either case the Calculation Agent determines is material, at any time during the one hour period that

(1) for the purposes of the occurrence of a Knock-in Event or a Knock-out Event begins and/or ends at the time on which the level of the Index triggers respectively the Knock-in Price or the Knock-Out-Price; or

(2) in all other circumstances that ends at the relevant Valuation Time, or

(iii) an Early Closure

where, for the purposes of determining whether a Market Disruption Event exists at any time, if a Mar-ket Disruption Event occurs in respect of a security included in the Index at any time, then the relevant percentage contribution of that security to the level of the Index shall be based on a comparison of (x) the portion of the level of the Index attributable to that security and (y) the overall level of the Index, in each case immediately before the occurrence of such Market Disruption Event.

“Trading Disruption” means any suspension of or limitation imposed on trading by the relevant Ex-change or, if any, the Related Exchange or otherwise and whether by reason of movements in price exceeding limits permitted by the relevant Exchange or, if any, the Related Exchange or otherwise.

[INSERT OTHER DEFINITIONS, IF REQUIRED]]

[ONLY TO BE INSERTED FOR MULTI EXCHANGE INDEX-LINKED CERTIFICATES:

2.3 Specific Definitions for Multi Exchange Index-Linked Certificates

In addition to Condition 2.2, the following terms shall have the following meanings:

“Valuation Time” means

(i) for the purposes of determining whether a Market Disruption Event has occurred:

(1) in respect of any Index Component, the Scheduled Closing Time on the Exchange in re-spect of such Index Component, and

(2) in respect of any options contracts or future contracts on the Index, the close of trading on the Related Exchange; and

(ii) in all other circumstances, the time at which the official closing level of the Index is calculated and published by the Index Sponsor.

“Exchange” means in respect of each Index Component the principal stock exchange on which such Index Component is principally traded, as determined by the Calculation Agent.

“Exchange Business Day” means any Scheduled Trading Day on which:

(i) the Index Sponsor publishes the level of the Index and, if any,

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(ii) the Related Exchange is open for trading during its regular trading session, notwithstanding any Exchange or, if any, the Related Exchange closing prior to its Scheduled Closing Time.

“Scheduled Closing Time” means, in respect of each Index Component, the scheduled weekday clos-ing time of the Exchange, without regard to after hours or any other trading outside of the hours of the regular trading session hours.

“Scheduled Trading Day” means any day on which:

(i) the Index Sponsor is scheduled to publish the level of the Index; and

(ii) the Related Exchange is scheduled to be open for trading for its regular trading session.

“Disrupted Day” means any Scheduled Trading Day on which:

(i) the Index Sponsor fails to publish the level of the Index;

(ii) the Related Exchange fails to open for trading during its regular trading session; or

(iii) a Market Disruption Event has occurred.

“Early Closure” means the closure on any Exchange Business Day of the Exchange in respect of any Index Component or the Related Exchange prior to its Scheduled Closing Time unless such earlier closing is announced by such Exchange or, if any, the Related Exchange (as the case may be) at least one hour prior to the earlier of:

(i) the actual closing time for the regular trading session on such Exchange or, if any, the Related Exchange (as the case may be) on such Exchange Business Day; or

(ii) the submission deadline for orders to be entered into the Exchange or, if any, the Related Ex-change system for execution at the relevant Valuation Time on such Exchange Business Day.

“Exchange Disruption” means any event (other than an Early Closure) that disrupts or impairs (as determined by the Calculation Agent) the ability of market participants in general to effect transactions in, or obtain market values for:

(i) any Index Component on the Exchange in respect of such Index Component; or

(ii) futures or options contracts relating to the Index on the Related Exchange.

“Market Disruption Event” means either:

(i) the occurrence or existence, in respect of any Index Component, of:

(1) a Trading Disruption in respect of such Index Component, which the Calculation Agent de-termines is material, at any time during the one hour period that (A) for the purposes of the occurrence of a Knock-in Event or a Knock-out Event begins and/or ends at the time on which the level of the Index triggers respectively the Knock-in Level or the Knock-out Level or (B) in all other circumstances that ends at the relevant Valuation Time in respect of the Exchange on which such Index Component is principally traded; AND/OR

(2) an Exchange Disruption in respect of such Index Component, which the Calculation Agent determines is material, at any time during the one hour period that (A) for the purposes of the occurrence of a Knock-in Event or a Knock-out Event begins and/or ends at the time on which the level of the Index triggers respectively the Knock-in Level or the Knock-out Level or (B) in all other circumstances that ends at the relevant Valuation Time in respect of the Exchange on which such Index Component is principally traded; AND/OR

(3) an Early Closure in respect of such Component Security,

provided that the aggregate of all Index Components in respect of which a Trading Disruption and/or an Exchange Disruption and/or an Early Closure occurs or exists comprises 20 per cent or more of the level of the Index; OR

(ii) the occurrence or existence, in respect of futures or options contracts relating to the Index, of:

(1) a Trading Disruption;

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(2) an Exchange Disruption, which in either case the Calculation Agent determines is material, at any time during the one hour period that (A) for the purposes of the occurrence of a Knock-in Event or a Knockout Event begins and/or ends at the time on which the level of the Index triggers respectively the Knock-in Level or the Knock-out Level or (B) in all other cir-cumstances that ends at the relevant Valuation Time in respect of the Related Exchange; or

(3) an Early Closure, in each case in respect of such futures or options contracts.

For the purposes of determining whether a Market Disruption Event exists in respect of an Index Component at any time, if a Market Disruption Event occurs in respect of such Index Component at that time, then the relevant percentage contribution of that Index Component to the level of the Index shall be based on a comparison of (x) the portion of the level of the Index attributable to that Index Component to (y) the overall level of the Index, in each case using the official opening weightings as published by the Index Sponsor as part of the market "opening data".

“Trading Disruption” means any suspension of or limitation imposed on trading by the relevant Ex-change or, if any, the Related Exchange or otherwise and whether by reason of movements in price exceeding limits permitted by the relevant Exchange or, if any, the Related Exchange or otherwise:

(i) relating to any Index Component on the Exchange in respect of such Index Component; or

(ii) in futures or options contracts relating to the Index on the Related Exchange.]

[if appropriate, insert alternative or additional Definitions: [●].]

3 MARKET DISRUPTIONS

[3.1 Strike Date

(a) If the Strike Date is a Disrupted Day, then the Strike Date shall be the first succeeding Scheduled Trad-ing Day that is not a Disrupted Day, unless each of the [eight] [•] Scheduled Trading Days immediately following the Scheduled Strike Date is a Disrupted Day. In that case,

(i) the [eighth] [•] Scheduled Trading Day immediately following the Scheduled Strike Date (the “Ul-timate Strike Date”) shall be deemed to be the Strike Date (notwithstanding the fact that such day is a Disrupted Day), and

(ii) the Calculation Agent shall determine the level of the Index as of the Valuation Time on the Ulti-mate Strike Date in accordance with the formula for and method of calculating the Index last in ef-fect prior to the occurrence of the first Disrupted Day using the Exchange traded or quoted price as of the Valuation Time on the Ultimate Strike Date of each security comprised in the Index (or, if an event giving rise to a Disrupted Day has occurred in respect of the relevant security on the Ul-timate Strike Date, its good faith estimate of the value for the relevant security as of the Valuation Time on the Ultimate Strike Date).

(b) For the purposes of Condition 3.1, “Scheduled Strike Date” means the original date that, but for the occurrence of an event causing a Disrupted Day, would have been the Strike Date.

3.2 Valuation Date

(a) If any Valuation Date is a Disrupted Day, then this Valuation Date shall be the first succeeding Sched-uled Trading Day that is not a Disrupted Day, unless each of the [eight] [•] Scheduled Trading Days immediately following the relevant Scheduled Valuation Date is a Disrupted Day. In that case,

(i) the [eighth] [•] Scheduled Trading Day immediately following the Scheduled Valuation Date (the “Ultimate Valuation Date“) shall be deemed to be that Valuation Date, notwithstanding the fact that such day is a Disrupted Day, and

(ii) the Calculation Agent shall determine the level of the Index as of the Valuation Time on that Ulti-mate Valuation Date in accordance with the formula for and method of calculating the Index last in effect prior to the occurrence of the first Disrupted Day using the Exchange traded or quoted price as of the Valuation Time on such Ultimate Valuation Date of each security comprised in the Index (or, if an event giving rise to a Disrupted Day has occurred in respect of the relevant secu-

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rity on such Ultimate Valuation Date, its good faith estimate of the value for the relevant security as of the Valuation Time on such Ultimate Valuation Date).

(b) For the purposes of Condition 3.2, “Scheduled Valuation Date” means the original date that, but for the occurrence of an event causing a Disrupted Day, would have been a Valuation Date.

3.3 Averaging Date

(a) If any Averaging Date is a Disrupted Day, then this Averaging Date shall be the first succeeding Valid Date. If the first succeeding Valid Date has not occurred as of the Valuation Time on the Ultimate Av-eraging Date, then

(i) the [eighth] [•] Scheduled Trading Day immediately following the original date that, but for the oc-currence of another Averaging Date or Disrupted Day, would have been the final Averaging Date (the “Ultimate Averaging Date”) shall be deemed to be that Averaging Date (irrespective of whether the Ultimate Averaging Date is already an Averaging Date), and

(ii) the Calculation Agent shall determine the level of the Index as of the Valuation Time for that Av-eraging Date in accordance with (subject to Condition 4 below) the formula for and method of cal-culating the Index last in effect prior to the occurrence of the first Disrupted Day using the Ex-change traded or quoted price as of the Valuation Time on the Ultimate Averaging Date of each security comprised in the Index (or, if an event giving rise to a Disrupted Day has occurred in re-spect of the relevant security on the Ultimate Averaging Date, its good faith estimate of the value for the relevant security as of the Valuation Time on the Ultimate Averaging Date).

(b) For the purposes of Condition 3.3, “Valid Date” means a Scheduled Trading Day that is not a Dis-rupted Day and on which another Averaging Date does not or is not deemed to occur.

3.4 Knock-In-Event and Knock-Out-Event

[ONLY TO BE INSERTED IF PROVISIONS FOR A KNOCK-IN-EVENT OR A KNOCK-OUT-EVENT SHALL BE APPLICABLE:

(a) If the Knock-in Valuation Time or the Knock-out Valuation Time specified in the applicable Final Terms is the Valuation Time and if any Knock-in Determination Day or Knock-out Determination Day is a Dis-rupted Day, then such Knock-in Determination Day or Knock-out Determination Day will be deemed not to be a Knock-in Determination Day or Knock-out Determination Day for the purposes of determining the occurrence of a Knock-in Event or a Knock-out Event.

(b) If the Knock-in Valuation Time or the Knock-out Valuation Time specified in the applicable Final Terms is any time or period of time during the regular trading hours on the relevant Exchange and if on any Knock-in Determination Day or Knock-out Determination Day and at any time during the one hour pe-riod that begins and/or ends at the time on which the level of the Index triggers the Knock-in Level or the Knockout Level, a Market Disruption Event occurs or exists, then the Knock-in Event or the Knock-out Event shall be deemed not to have occurred.]

[ONLY TO BE INSERTED IF NO PROVISIONS FOR A KNOCK-IN-EVENT OR A KNOCK-OUT-EVENT SHALL BE APPLICABLE:

Not applicable.]

3.5 Automatic Termination

[ONLY TO BE INSERTED IF AUTOMATIC TERMINATION IS APPLICABLE:

(a) If any Automatic Redemption Valuation Date is a Disrupted Day, then this Automatic Redemption Valua-tion Date shall be the first succeeding Scheduled Trading Day that is not a Disrupted Day, unless each of the [eight] [•] Scheduled Trading Days immediately following the relevant Scheduled Automatic Re-demption Valuation Date is a Disrupted Day. In that case,

(i) the [eighth] [•] Scheduled Trading Day immediately following such Automatic Redemption Valua-tion Date (the “Ultimate Automatic Redemption Valuation Date“) shall be deemed to be that Automatic Redemption Valuation Date, notwithstanding the fact that such day is a Disrupted Day, and

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(ii) the Calculation Agent shall determine the Index Level as of the Valuation Time on that Ultimate Automatic Redemption Valuation Date in accordance with the formula for and method of calculat-ing the Index last in effect prior to the occurrence of the first Disrupted Day using the Exchange traded or quoted price as of the Valuation Time on that Ultimate Automatic Redemption Valuation Date of each Index Component (or, if an event giving rise to a Disrupted Day has occurred in re-spect of the relevant Index Component on that Ultimate Automatic Redemption Valuation Date, its good faith estimate of the value for the relevant Index Component as of the Valuation Time on that Ultimate Automatic Redemption Valuation Date).

(b) For the purposes of Condition 3.5, “Scheduled Automatic Redemption Valuation Date” means the original date that, but for the occurrence of an event causing a Disrupted Day, would have been an Automatic Redemption Valuation Date.]

[Only to be inserted if no Automatic Termination is applicable:

Not applicable.]]

[if appropriate, insert alternative or additional provisions in relation to Market Disruptions: [●].]

4 MODIFICATIONS

[4.1 Successor Index

If the Index is

(i) not calculated and announced by the Index Sponsor but is calculated and announced by a suc-cessor sponsor acceptable to the Calculation Agent or

(ii) replaced by a successor index using, in the determination of the Calculation Agent, the same or a substantially similar formula for and method of calculation as used in the calculation of the Index,

then in each case that index (the “Successor Index”) will be deemed to be the Index and the Condi-tions shall be construed accordingly.

4.2 Adjustment Events

If on or prior to the latest of the last Valuation Date, the last Averaging Date, the last Knock-in Determi-nation Day or the last Knock-out Determination Day, as the case may be, the Index Sponsor

(i) announces that it will make a material change in the formula for or the method of calculating the Index or in any other way materially modifies the Index (other than a modification prescribed in that formula or method to maintain the Index in the event of changes in constituent stock and capitalization and other routine events) (an “Index Modification”) or permanently cancels the In-dex and no Successor Index exists (an “Index Cancellation”) or

(ii) fails to calculate and announce the Index (an “Index Disruption”) (provided for the avoidance of doubt that a successor sponsor calculating and announcing the Index determined as unaccept-able by the Calculation Agent shall be an Index Disruption) and together with an Index Modifica-tion and an Index Cancellation, each an “Index Adjustment Event”),

then the Calculation Agent will be entitled, for the purpose of performing its obligations in respect of the outstanding Certificates, either to:

(1) calculate the level of the Index in accordance with the formula for and method of calculating the Index last in effect prior to the change, failure or cancellation, but using only those secu-rities that comprised the Index immediately prior to the Index Adjustment Event; or (but not and)

(2) replace the Index by the Index as so modified or by the new index (as the case may be), provided that in such case, (A) the Calculation Agent will make such adjustments to the new index as may be required in order to preserve the economic equivalent of the obligation of the Issuer to make payment of any amount due and payable under the Certificates linked to the Index as if such new or modified index had not replaced the Index and, if need be, will multiply the modified or new index by a linking coefficient to do so as determined by the Cal-

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culation Agent and (B) the Certificateholders will be notified of the modified Index or the new index (as the case may be) and, if need be, of the linking coefficient; or (but not and)

(3) require the Issuer to redeem each Certificate at an amount per Certificate equal to the Early Redemption Amount. The Early Redemption Amount shall be payable by the Issuer on the • Business Day following notification by the Calculation Agent to the Issuer require the Issuer to redeem each Certificate at an amount per Certificate equal to the Early Redemption Amount.

4.3 Corrections to the Index Level

(a) In the event that any level announced by the Index Sponsor which is utilised by the Calculation Agent for any determination (the “Original Determination”) is subsequently corrected and the correction (the “Corrected Value”) is announced by the Index Sponsor within two Scheduled Trading Days after the original publication and in any case not later than the second Scheduled Trading Day immediately pre-ceding the payment date of the amount due and payable under the Certificates which is linked to that Original Determination, then the Calculation Agent will notify the Issuer of the Corrected Value as soon as reasonably practicable and shall determine the relevant value (the “Replacement Determination”) using the Corrected Value.

(b) If the result of the Replacement Determination is different from the result of the Original Determination, to the extent that it considers it to be necessary, the Calculation Agent may, in its sole and absolute discretion, adjust any relevant terms hereof accordingly.

(c) For the avoidance of doubt, Certificateholders shall not be entitled to make any claim against the Issuer or the Calculation Agent in the case where any Original Determination is not subsequently corrected and/or the correction of the Original Determination is announced by the Index Sponsor after the second Scheduled Trading Day immediately preceding the payment date of the amount due and payable under the Certificates which is linked to that Original Determination.

4.4 Information

The Calculation Agent shall as soon as practicable provide detailed notice of any determinations and/or adjustments, as the case may be, made and notified to the Issuer by the Calculation Agent pursuant to Conditions 4.1, 4.2 or 4.3, whereupon the Issuer shall promptly provide detailed notice to the Principal Paying Agent and the Certificateholders in accordance with the Certificate Terms of such determina-tions and/or adjustments made and notified by the Calculation Agent.]

[if appropriate, insert alternative or additional provisions in relation to Modifications: [●].]

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V. Technical Annex “B/I” (Basket of Indices)

[This technical annex (the “Technical Annex”) is meant to describe further the Underlying of Certifi-cates to be issued under the issuance programme of Jersey incorporated NATIXIS Structured Products Limited (the “Issuer”) and will be attached to the Global Certificate to be issued in relation to the rele-vant Certificates together with the applicable Certificate Terms or, if possible, incorporated by reference into.

Details of the description of the Underlying will be established by completing this Technical Annex; all places marked (“●”) will be subject to an addition and the options marked with square brackets (“[ ]”) are subject to selection.]

1 THE UNDERLYING

1.1 General Description

The Underlying is the “• Basket” (hereinafter also: the “Basket”) as composed by • (the “Basket Agent”). The Basket is composed of the following Indices (each an “Index”), each of which is main-tained by the following persons or entities (each an “Index Sponsor”), [subject to the following propor-tions (each a “Weighting”):] [•]. The • [is] [are] a [Single Exchange Index] [and the •] [is] [are] [a] [Multi Exchange Index].

1.2 Information on the Historic Performance and Volatility

[INSERT INFORMATION ON THE HISTORIC PERFORMANCE AND VOLATILITY OF THE BASKET, IF ANY]

1.3 Public sources where further information can be obtained

[INSERT INFORMATION ABOUT PUBLIC SOURCES WHERE FURTHER INFORMATION ABOUT THE BASKET CAN BE OBTAINED]

2 CERTIFICATE TERMS, DEFINITIONS

[2.1 Certificate Terms

This Technical Annex is an integral part of the certificate terms to which it is attached (the “Certificate Terms”).

2.2 General Definitions

The following terms shall have the following meanings:

“Initial Level” means [•] [an amount for the Basket determined by the Calculation Agent equal to the sum of the values of each Index as the product in respect of each Index of

(i) the Relevant Level of such Index on the Strike Date and

(ii) the relevant Weighting (subject to an adjustment in accordance with the following provisions from time to time).

[“Automatic Redemption Valuation Date[s]” means [in respect of any Index,] • or, if [any of] such date[s] is not a relevant Scheduled Trading Day, the next following relevant Scheduled Trading Day.]

[“Barrier Level” means • (subject to an adjustment in accordance with the following provisions).]

[“Valuation Date[s]” means [, in respect of any Index,] • or, if [any] such date[s] is not a relevant Scheduled Trading Day, the next following relevant Scheduled Trading Day.]

“Multi Exchange Index” means, in respect of any Index specified to be a Multi Exchange Index, that the Index Components of such Index are or deemed to be traded on several exchanges and accord-ingly that the definitions herein relating to Multi Exchange Indices shall apply to such Index.

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[“Averaging Date” means [, in respect of any Index,] • or, if such date is not a Scheduled Trading Day, the next following Valid Date.]

“Final Level” means either:

(i) in respect of any Valuation Date, an amount for the Basket determined by the Calculation Agent equal to the sum of the values for each Index as the product in respect of each Index of

(1) the Relevant Level of such Index on such Valuation Date and

(2) the relevant Weighting; OR

(ii) in respect of the Averaging Dates, the arithmetic average as determined by the Calculation Agent of the amounts for the Basket calculated on each Averaging Date as the sum of the values of each Index as the product in respect of each Index of

(1) the Relevant Level of such Index on each of such Averaging Dates and

(2) the relevant Weighting.

“Strike Date” means [, in respect of any Index,] • or, if such date is not a relevant Scheduled Trading Day, the next following Scheduled Trading Day.

“Single Exchange Index” means, in respect of any Index specified to be a Single Exchange Index, that the Index Components of such Index are or deemed to be traded on the same exchange and ac-cordingly that the definitions comprised herein relating to the Single Exchange Index shall apply to such Index.

“Index Component” means, in respect of any Index, each component of such Index from time to time.

[“Index Level” means, in respect of any Automatic Redemption Valuation Date an any Index, the level of such Index as determined by the Calculation Agent as of the Valuation Time on the relevant Ex-change on such Automatic Redemption Valuation Date.]

“Relevant Level” means, in respect of any Index, the level of the Index as determined by the Calcula-tion Agent as of the Valuation Time.

[INSERT OTHER DEFINITIONS, IF REQUIRED]

2.3 Specific Definitions for Single Exchange Indices

In addition to Condition 2.2, the following terms shall have the following meanings:

“Valuation Time” means, in respect of any Index specified to be a Single Exchange Index, [•] [the Scheduled Closing Time on the relevant Exchange on the relevant Valuation Date or Averaging Date or Knock-in Determination Day or Knock-out Determination Day or Automatic Redemption Date]. If the Exchange closes prior to its Scheduled Closing Time and the specified Valuation Time is after the ac-tual closing time for its regular trading session, then the Valuation Time shall be such actual closing time.

“Related Exchange” means, in respect of any Index specified to be a Single Exchange Index, •, any successor to such exchange or any substitute exchange or quotation system to which trading in futures or options contracts relating to this Index has temporarily relocated (provided that the Calculation Agent has determined that there is comparable liquidity relative to the futures or options contracts relating to this Index on such temporary substitute exchange or quotation system as on the original Related Ex-change).

“Exchange” means, in respect of any Index specified to be a Single Exchange Index, •, any successor to such exchange or any substitute exchange or quotation system to which trading in the shares under-lying the Index has temporarily relocated (provided that the Calculation Agent has determined that there is comparable liquidity relative to the shares underlying the Index on such temporary substitute exchange or quotation system as on the original Exchange).

“Exchange Business Day” means, in respect of any Index specified to be a Single Exchange Index, any Scheduled Trading Day on which the relevant Exchange and, if any, the relevant Related Ex-

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change are open for trading during their respective regular trading sessions, notwithstanding any such Exchange or, if any, the Related Exchange closing prior to its Scheduled Closing Time.

“Exchange Disruption” means, in respect of any Index specified to be a Single Exchange Index, any event (other than an Early Closure) that disrupts or impairs (as determined by the Calculation Agent) the ability of market participants in general

(i) to effect transactions in, or obtain market values for, securities that comprise 20 percent or more of the level of the Index on any relevant Exchange relating to securities that comprise 20 percent or more of the level of the Index, or

(ii) to effect transactions in, or obtain market values for, futures or options contracts relating to the Index on the relevant Related Exchange.

“Trading Disruption” means, in respect of any Index specified to be a Single Exchange Index, any suspension of or limitation imposed on trading by the relevant Exchange or, if any, the Related Ex-change or otherwise and whether by reason of movements in price exceeding limits permitted by the relevant Exchange or, if any, the relevant Related Exchange or otherwise.

“Market Disruption Event” means, in respect of any Index specified to be a Single Exchange Index, the occurrence or existence of

(i) a Trading Disruption; or

(ii) an Exchange Disruption which in either case the Calculation Agent determines is material, at any time during the one hour period that

(1) for the purposes of the occurrence of a Knock-in Event or a Knock-out Event begins and/or ends at the time on which the level of the Index triggers respectively the Knock-in Price or the Knock-Out-Price; or

(2) in all other circumstances that ends at the relevant Valuation Time, or

(iii) an Early Closure

where, for the purposes of determining whether a Market Disruption Event exists at any time, if a Mar-ket Disruption Event occurs in respect of a security included in the Index at any time, then the relevant percentage contribution of that security to the level of the Index shall be based on a comparison of (x) the portion of the level of the Index attributable to that security and (y) the overall level of the Index, in each case immediately before the occurrence of such Market Disruption Event.

“Scheduled Closing Time” means, in respect of any Index specified to be a Single Exchange Index and in respect of the relevant Exchange or, if any, the relevant Related Exchange and a Scheduled Trading Day, the scheduled weekday closing time of such Exchange or, if any, the Related Exchange on such Scheduled Trading Day, without regard to after hours or any other trading outside of the hours of the regular trading session hours.

“Scheduled Trading Day” means, in respect of any Index specified to be a Single Exchange Index, any day on which the relevant Exchange and the relevant Related Exchange are scheduled to be open for trading for their respective regular trading sessions.

“Disrupted Day” means, in respect of any Index specified to be a Single Exchange Index, any Sched-uled Trading Day on which the relevant Exchange or, if any, the relevant Related Exchange fails to open for trading during its regular trading session or on which a Market Disruption Event has occurred.

“Early Closure” means, in respect of any Index specified to be a Single Exchange Index, the closure on any Exchange Business Day of any relevant Exchange relating to securities that comprise 20 per-cent or more of the level of the Index or, if any, the relevant Related Exchange prior to its Scheduled Closing Time unless such earlier closing time is announced by such Exchange or, if any, the Related Exchange at least one hour prior to the earlier of

(i) the actual closing time for the regular trading session on such Exchange or any Related Ex-change on such Exchange Business Day and

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(ii) the submission deadline for orders to be entered into the Exchange or, if any, the Related Ex-change system for execution at the Valuation Time on such Exchange Business Day.

[INSERT OTHER DEFINITIONS, IF REQUIRED]

2.4 Specific Definitions for Multi Exchange Indices

In addition to Condition 2.2, the following terms shall have the following meanings:

“Valuation Time” means, in respect of any Index specified to be a Multi Exchange Index,

(i) for the purposes of determining whether a Market Disruption Event has occurred:

(1) in respect of any Index Component, the Scheduled Closing Time on the relevant Exchange in respect of such Index Component, and

(2) in respect of any options contracts or future contracts on the Index, the close of trading on the relevant Related Exchange; and

(ii) in all other circumstances, the time at which the official closing level of the Index is calculated and published by the relevant Index Sponsor.

“Exchange” means, in respect of any Index specified to be a Multi Exchange Index and in respect of each Index Component the principal stock exchange on which such Index Component is principally traded, as determined by the Calculation Agent.

“Exchange Business Day” means, in respect of any Index specified to be a Multi Exchange Index, any Scheduled Trading Day on which:

(i) the relevant Index Sponsor publishes the level of the Index and, if any,

(ii) the relevant Related Exchange is open for trading during its regular trading session, notwithstand-ing any Exchange or, if any, the Related Exchange closing prior to its Scheduled Closing Time.

“Exchange Disruption” means, in respect of any Index specified to be a Multi Exchange Index, any event (other than an Early Closure) that disrupts or impairs (as determined by the Calculation Agent) the ability of market participants in general to effect transactions in, or obtain market values for:

(i) any Index Component on the relevant Exchange in respect of such Index Component; or

(ii) futures or options contracts relating to the Index on the relevant Related Exchange.

“Trading Disruption” means, in respect of any Index specified to be a Multi Exchange Index, any sus-pension of or limitation imposed on trading by the relevant Exchange or, if any, the Related Exchange or otherwise and whether by reason of movements in price exceeding limits permitted by the relevant Exchange or, if any, the Related Exchange or otherwise:

(i) relating to any Index Component on the Exchange in respect of such Index Component; or

(ii) in futures or options contracts relating to the Index on the Related Exchange.

“Market Disruption Event” means, in respect of any Index specified to be a Multi Exchange Index, either:

(i) the occurrence or existence, in respect of any Index Component, of:

(1) a Trading Disruption in respect of such Index Component, which the Calculation Agent de-termines is material, at any time during the one hour period that (A) for the purposes of the occurrence of a Knock-in Event or a Knock-out Event begins and/or ends at the time on which the level of the Index triggers respectively the Knock-in Level or the Knock-out Level or (B) in all other circumstances that ends at the relevant Valuation Time in respect of the Exchange on which such Index Component is principally traded; AND/OR

(2) an Exchange Disruption in respect of such Index Component, which the Calculation Agent determines is material, at any time during the one hour period that (A) for the purposes of the occurrence of a Knock-in Event or a Knock-out Event begins and/or ends at the time on which the level of the Index triggers respectively the Knock-in Level or the Knock-out Level

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or (B) in all other circumstances that ends at the relevant Valuation Time in respect of the Exchange on which such Index Component is principally traded; AND/OR

(3) an Early Closure in respect of such Component Security,

provided that the aggregate of all Index Components in respect of which a Trading Disruption and/or an Exchange Disruption and/or an Early Closure occurs or exists comprises 20 per cent or more of the level of the Index; OR

(ii) the occurrence or existence, in respect of futures or options contracts relating to the Index, of:

(1) a Trading Disruption;

(2) an Exchange Disruption, which in either case the Calculation Agent determines is material, at any time during the one hour period that (A) for the purposes of the occurrence of a Knock-in Event or a Knockout Event begins and/or ends at the time on which the level of the Index triggers respectively the Knock-in Level or the Knock-out Level or (B) in all other cir-cumstances that ends at the relevant Valuation Time in respect of the Related Exchange; or

(3) an Early Closure, in each case in respect of such futures or options contracts.

For the purposes of determining whether a Market Disruption Event exists in respect of an Index Com-ponent at any time, if a Market Disruption Event occurs in respect of such Index Component at that time, then the relevant percentage contribution of that Index Component to the level of the Index shall be based on a comparison of (x) the portion of the level of the Index attributable to that Index Compo-nent to (y) the overall level of the Index, in each case using the official opening weightings as published by the Index Sponsor as part of the market "opening data".

“Scheduled Closing Time” means, in respect of any Index specified to be a Multi Exchange Index and in respect of each Index Component, the scheduled weekday closing time of the relevant Exchange, without regard to after hours or any other trading outside of the hours of the regular trading session hours.

“Scheduled Trading Day” means, in respect of any Index specified to be a Multi Exchange Index, any day on which:

(i) the relevant Index Sponsor is scheduled to publish the level of the Index; and

(ii) the relevant Related Exchange is scheduled to be open for trading for its regular trading session.

“Disrupted Day” means, in respect of any Index specified to be a Multi Exchange Index, any Sched-uled Trading Day on which:

(i) the relevant Index Sponsor fails to publish the level of the Index;

(ii) the relevant Related Exchange fails to open for trading during its regular trading session; or

(iii) a Market Disruption Event has occurred.

“Early Closure” means, in respect of any Index specified to be a Multi Exchange Index, the closure on any Exchange Business Day of the relevant Exchange in respect of any Index Component or the rele-vant Related Exchange prior to its Scheduled Closing Time unless such earlier closing is announced by such Exchange or, if any, the Related Exchange (as the case may be) at least one hour prior to the earlier of:

(i) the actual closing time for the regular trading session on such Exchange or, if any, the Related Exchange (as the case may be) on such Exchange Business Day; or

(ii) the submission deadline for orders to be entered into the Exchange or, if any, the Related Ex-change system for execution at the relevant Valuation Time on such Exchange Business Day.]

[if appropriate, insert alternative or additional Definitions: [●].]

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3 MARKET DISRUPTIONS

[3.1 Strike Date

(a) If, in respect of any Index, the Strike Date is a Disrupted Day, then the Strike Date for such Index shall be the first succeeding Scheduled Trading Day that is not a Disrupted Day, unless each of the [eight] [•] Scheduled Trading Days immediately following the Scheduled Strike Date is a Disrupted Day. In that case,

(i) the [eighth] [•] Scheduled Trading Day immediately following the Scheduled Strike Date (the “Ul-timate Strike Date”) shall be deemed to be the Strike Date for this Index (notwithstanding the fact that such day is a Disrupted Day), and

(ii) the Relevant Level of such Index on the Strike Date shall be determined by the Calculation Agent as of the Valuation Time on the Ultimate Strike Date in accordance with the formula for and method of calculating the Index last in effect prior to the occurrence of the first Disrupted Day us-ing the relevant Exchange traded or quoted price as of the Valuation Time on the Ultimate Strike Date of each security comprised in the Index (or, if an event giving rise to a Disrupted Day has occurred in respect of the relevant security on the Ultimate Strike Date, its good faith estimate of the value for the relevant security as of the Valuation Time on the Ultimate Strike Date).

(b) For the purposes of Condition 3.1, “Scheduled Strike Date” means the original date that, but for the occurrence of an event causing a Disrupted Day, would have been the Strike Date.

3.2 Valuation Date

(a) If, in respect of any Index, any Valuation Date is a Disrupted Day, then this Valuation Date shall be the first succeeding Scheduled Trading Day that is not a Disrupted Day, unless each of the [eight] [•] Scheduled Trading Days immediately following the relevant Scheduled Valuation Date is a Disrupted Day. In that case,

(i) the [eighth] [•] Scheduled Trading Day immediately following the Scheduled Valuation Date (the “Ultimate Valuation Date“) shall be deemed to be that Valuation Date for this Index, notwith-standing the fact that such day is a Disrupted Day, and

(ii) the Relevant Level of such Index on such Valuation Date shall be determined by the Calculation Agent as of the Valuation Time on that Ultimate Valuation Date in accordance with the formula for and method of calculating the Index last in effect prior to the occurrence of the first Disrupted Day using the Exchange traded or quoted price as of the Valuation Time on such Ultimate Valuation Date of each security comprised in the Index (or, if an event giving rise to a Disrupted Day has occurred in respect of the relevant security on such Ultimate Valuation Date, its good faith esti-mate of the value for the relevant security as of the Valuation Time on such Ultimate Valuation Date).

(b) For the purposes of Condition 3.2, “Scheduled Valuation Date” means the original date that, but for the occurrence of an event causing a Disrupted Day, would have been a Valuation Date.

3.3 Averaging Date

(a) If, in respect of any Index, any Averaging Date is a Disrupted Day, then this Averaging Date for this Index shall be the first succeeding Valid Date. If the first succeeding Valid Date has not occurred as of the Valuation Time on the Ultimate [eighth] [•] Scheduled Trading Day immediately following the origi-nal date that, but for the occurrence of another Averaging Date or Disrupted Day, would have been the final Averaging Date (the “Ultimate Averaging Date”), then

(i) the Ultimate Averaging Date shall be deemed to be that Averaging Date (irrespective of whether the Ultimate Averaging Date is already an Averaging Date), and

(ii) the Relevant Level of such Index on such Averaging Date shall be determined by the Calculation Agent as of the Valuation Time for that Averaging Date in accordance with (subject to Condition 4 below) the formula for and method of calculating the Index last in effect prior to the occurrence of the first Disrupted Day using the Exchange traded or quoted price as of the Valuation Time on the Ultimate Averaging Date of each security comprised in the Index (or, if an event giving rise to a Disrupted Day has occurred in respect of the relevant security on the Ultimate Averaging Date, its

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good faith estimate of the value for the relevant security as of the Valuation Time on the Ultimate Averaging Date).

(b) For the purposes of Condition 3.3, “Valid Date” means a Scheduled Trading Day that is not a Dis-rupted Day and on which another Averaging Date does not or is not deemed to occur.

3.4 Knock-In-Event and Knock-Out-Event

[ONLY TO BE INSERTED IF PROVISIONS FOR A KNOCK-IN-EVENT OR A KNOCK-OUT-EVENT SHALL BE APPLICABLE:

(a) If the Knock-in Valuation Time or the Knock-out Valuation Time specified in the applicable Final Terms is the Valuation Time and if any Knock-in Determination Day or Knock-out Determination Day is a Dis-rupted Day, then such Knock-in Determination Day or Knock-out Determination Day will be deemed not to be a Knock-in Determination Day or Knock-out Determination Day for the purposes of determining the occurrence of a Knock-in Event or a Knock-out Event.

(b) If the Knock-in Valuation Time or the Knock-out Valuation Time specified in the applicable Final Terms is any time or period of time during the regular trading hours on the relevant Exchange and if on any Knock-in Determination Day or Knock-out Determination Day and at any time during the one hour pe-riod that begins and/or ends at the time on which the level of the Index triggers the Knock-in Level or the Knockout Level, a Market Disruption Event occurs or exists, then the Knock-in Event or the Knock-out Event shall be deemed not to have occurred.]

[ONLY TO BE INSERTED IF NO PROVISIONS FOR A KNOCK-IN-EVENT OR A KNOCK-OUT-EVENT SHALL BE APPLICABLE:

Not applicable.]

3.5 Automatic Termination

[ONLY TO BE INSERTED IF AUTOMATIC TERMINATION IS APPLICABLE:

(a) If, in respect of any Index, any Automatic Redemption Valuation Date is a Disrupted Day, then this Automatic Redemption Valuation Date for this Index shall be the first succeeding Scheduled Trading Day that is not a Disrupted Day, unless each of the [eight] [•] Scheduled Trading Days immediately fol-lowing the relevant Scheduled Automatic Redemption Valuation Date is a Disrupted Day. In that case,

(i) the [eighth] [•] Scheduled Trading Day immediately following such Automatic Redemption Valua-tion Date (the “Ultimate Automatic Redemption Valuation Date“) shall be deemed to be that Automatic Redemption Valuation Date for this Index, notwithstanding the fact that such day is a Disrupted Day, and

(ii) the Relevant Level of such Index on such Automatic Redemption Valuation Date shall be deter-mined by the Calculation Agent as of the Valuation Time on that Ultimate Automatic Redemption Valuation Date in accordance with the formula for and method of calculating the Index last in ef-fect prior to the occurrence of the first Disrupted Day using the Exchange traded or quoted price as of the Valuation Time on that Ultimate Automatic Redemption Valuation Date of each Index Component (or, if an event giving rise to a Disrupted Day has occurred in respect of the relevant Index Component on that Ultimate Automatic Redemption Valuation Date, its good faith estimate of the value for the relevant Index Component as of the Valuation Time on that Ultimate Auto-matic Redemption Valuation Date).

(b) For the purposes of Condition 3.5, “Scheduled Automatic Redemption Valuation Date” means the original date that, but for the occurrence of an event causing a Disrupted Day, would have been an Automatic Redemption Valuation Date.]

[ONLY TO BE INSERTED IF NO AUTOMATIC TERMINATION IS APPLICABLE:

Not applicable.]]

[if appropriate, insert alternative or additional provisions in relation to Market Disruptions: [●].]

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4 MODIFICATIONS

[4.1 Successor Index

If any Index is

(i) not calculated and announced by the relevant Index Sponsor but is calculated and announced by a successor sponsor acceptable to the Calculation Agent or

(ii) replaced by a successor index using, in the determination of the Calculation Agent, the same or a substantially similar formula for and method of calculation as used in the calculation of this Index,

then in each case that index (the “Successor Index”) will be deemed to be such Index and the Condi-tions shall be construed accordingly.

4.2 Adjustment Events

If, in respect of any Index, on or prior to the latest of the last Valuation Date, the last Averaging Date, the last Knock-in Determination Day or the last Knock-out Determination Day, as the case may be, the relevant Index Sponsor

(i) announces that it will make a material change in the formula for or the method of calculating this Index or in any other way materially modifies this Index (other than a modification prescribed in that formula or method to maintain the Index in the event of changes in constituent stock and capitalization and other routine events) (an “Index Modification”) or permanently cancels this In-dex and no Successor Index exists (an “Index Cancellation”) or

(ii) fails to calculate and announce this Index (an “Index Disruption”) (provided for the avoidance of doubt that a successor sponsor calculating and announcing this Index determined as unaccept-able by the Calculation Agent shall be an Index Disruption) and together with an Index Modifica-tion and an Index Cancellation, each an “Index Adjustment Event”),

then the Calculation Agent will be entitled, for the purpose of performing its obligations in respect of the outstanding Certificates, either to:

(1) calculate the level of this Index in accordance with the formula for and method of calculating the Index last in effect prior to the change, failure or cancellation, but using only those secu-rities that comprised the Index immediately prior to the Index Adjustment Event; or (but not and)

(2) replace this Index by this Index as so modified or by the new index (as the case may be), provided that in such case, (A) the Calculation Agent will make such adjustments to the new index as may be required in order to preserve the economic equivalent of the obligation of the Issuer to make payment of any amount due and payable under the Certificates linked to this Index as if such new or modified index had not replaced this Index and, if need be, will multiply the modified or new index by a linking coefficient to do so as determined by the Cal-culation Agent and (B) the Certificateholders will be notified of the modified Index or the new index (as the case may be) and, if need be, of the linking coefficient; or (but not and)

(3) require the Issuer to redeem each Certificate at an amount per Certificate equal to the Early Redemption Amount. The Early Redemption Amount shall be payable by the Issuer on the • Business Day following notification by the Calculation Agent to the Issuer that the Calcula-tion Agent has determined that the event referred to in this paragraph (3) has occurred.

4.3 Corrections to the Index Level

(a) In the event that, in respect of any Index, any level announced by the relevant Index Sponsor which is utilised by the Calculation Agent for any determination (the “Original Determination”) is subsequently corrected and the correction (the “Corrected Value”) is announced by this Index Sponsor within two Scheduled Trading Days after the original publication and in any case not later than the second Scheduled Trading Day immediately preceding the payment date of the amount due and payable under the Certificates which is linked to that Original Determination, then the Calculation Agent will notify the Issuer of the Corrected Value as soon as reasonably practicable and shall determine the relevant value (the “Replacement Determination”) using the Corrected Value.

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(b) If the result of the Replacement Determination is different from the result of the Original Determination, to the extent that it considers it to be necessary, the Calculation Agent may, in its sole and absolute discretion, adjust any relevant terms hereof accordingly.

(c) For the avoidance of doubt, Certificateholders shall not be entitled to make any claim against the Issuer or the Calculation Agent in the case where any Original Determination is not subsequently corrected and/or the correction of the Original Determination is announced by this Index Sponsor after the sec-ond Scheduled Trading Day immediately preceding the payment date of the amount due and payable under the Certificates which is linked to that Original Determination.

4.4 Information

The Calculation Agent shall as soon as practicable provide detailed notice of any determinations and/or adjustments, as the case may be, made and notified to the Issuer by the Calculation Agent pursuant to Conditions 4.1, 4.2 or 4.3, whereupon the Issuer shall promptly provide detailed notice to the Principal Paying Agent and the Certificateholders in accordance with the Certificate Terms of such determina-tions and/or adjustments made and notified by the Calculation Agent.]

[if appropriate, insert alternative or additional provisions in relation to Modifications: [●].]

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VI. Technical Annex “F” (Funds)

[This technical annex (the “Technical Annex”) is meant to describe further the Underlying of Certifi-cates to be issued under the issuance programme of Jersey incorporated NATIXIS Structured Products Limited (the “Issuer”) and will be attached to the Global Certificate to be issued in relation to the rele-vant Certificates together with the applicable Certificate Terms or, if possible, incorporated by reference into.

Details of the description of the Underlying will be established by completing this Technical Annex; all places marked (“●”) will be subject to an addition and the options marked with square brackets (“[ ]”) are subject to selection.]

1 THE UNDERLYING

1.1 General Description

The Underlying is one [share] [unit] (the “Fund Interest”) in • (the “Reference Fund”). [INSERT BRIEF DESCRIPTION OF THE REFERENCE FUND]

1.2 Information on the Historic Performance and Volatility

[INSERT INFORMATION ON THE HISTORIC PERFORMANCE AND VOLATILITY OF THE REFERENCE FUND, IF ANY]

1.3 Public sources where further information can be obtained

[INSERT INFORMATION ABOUT PUBLIC SOURCES WHERE FURTHER INFORMATION ABOUT THE REFERENCE FUND CAN BE OBTAINED]

2 CERTIFICATE TERMS, DEFINITIONS

[(a) This Technical Annex is an integral part of the certificate terms to which it is attached (the “Certificate Terms”).

(b) The following terms shall have the following meanings:

“Settlement Cycle" means [•] [the period of Currency Business Days from, and including, any Sched-uled Redemption Valuation Date to, and including, the related Scheduled Redemption Payment Date].

“Initial Price” means [•] [the Relevant Price as determined by the Calculation Agent as of the Valuation Time on the Strike Date].

“Interest Holder” means any person or entity which is from time to time holding one or more interests in the Reference Fund.

[“Automatic Redemption Valuation Date [(s)]” means • or, if [any of] such date[s] is not a Scheduled Trading Day, the next following Scheduled Trading Day.]

“Strike Date” means • or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day.

[“Barrier Price” means • (subject to an adjustment in accordance with the following provisions).]

“Reporting Convention” means the method for determining the Reported Fund Interest Value with respect to any Fund Interest as of the Strike Date or any Valuation Date or Averaging Date or Auto-matic Redemption Valuation Date that is not a Scheduled Fund Valuation Date or Scheduled Redemp-tion Valuation Date as applicable. The method [Prior Redemption Valuation Date] [Prior Fund Valuation Date] [Last Reported Value] [Following Fund Valuation Date] [Following Redemption Valuation Date] shall apply and the Reported Fund Interest Value shall be determined in accordance with the relevant definition set out below:

(i) “Prior Redemption Valuation Date” means that the Reported Fund Interest Value shall be de-termined as of the immediately preceding Scheduled Redemption Valuation Date;

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(ii) “Prior Fund Valuation Date” means that if the relevant Strike Date or relevant Valuation Date or Averaging Date or Automatic Redemption Valuation Date is not a Scheduled Fund Valuation Date, the Reported Fund Interest Value shall be determined as of the immediately preceding Scheduled Fund Valuation Date;

(iii) “Last Reported Value” means that the Reported Fund Interest Value shall be the most recently available Reported Fund Interest Value;

(iv) “Following Fund Valuation Date” means that the relevant Strike Date or relevant Valuation Date or Averaging Date or Automatic Redemption Valuation Date shall be postponed until the next fol-lowing Scheduled Fund Valuation Date (without prejudice to any further adjustments pursuant to the following provisions) and the Reported Fund Interest Value shall be determined as of such Scheduled Fund Valuation Date; and

(v) “Following Redemption Valuation Date” means that the relevant Valuation Date or Averaging Date or Automatic Redemption Valuation Date shall be postponed until the next following Sched-uled Redemption Valuation Date (without prejudice to any further adjustments pursuant to the fol-lowing provisions) and the Reported Fund Interest Value shall be determined as of such Sched-uled Redemption Valuation Date.

[“Valuation Date” means [•] or, if such date is not a relevant Scheduled Trading Day, the next following relevant Scheduled Trading Day.]

“Valuation Time” means [•] [the time as of which the Reported Fund Interest Value is determined] [the close of business in the Hypothetical Investor Jurisdiction].

“Service Provider” means any person who is appointed to provide services, directly or indirectly, to the Reference Fund, whether or not specified in the Fund Documentation, including (without limitation) any Fund Adviser, Fund Administrator, operator, management company, depository, custodian, sub-custodian, prime broker, administrator, trustee, registrar and transfer agent or domiciliary agent.

[“Averaging Date” means [•] or, if such date is not a Scheduled Trading Day, the next following Valid Date.]

“Final Price” means [in respect of any Valuation Date, the Relevant Price as determined by the Calcu-lation Agent as of the Valuation Time on such Valuation Date] [in respect of the Averaging Dates, the arithmetic average as determined by the Calculation Agent (rounded to the nearest unit of the relevant currency in which the Reference Fund is valued (with halves being rounded up)) of the Relevant Prices on each Averaging Date].

“Deemed Payout Method” means that the Relevant Price shall be an amount equal to the Redemption Proceeds that would be received by the Hypothetical Investor in connection with a redemption of the Fund Interests executed as of the relevant Valuation Date or Averaging Date or Automatic Redemption Valuation Date, as the case may be.

“Fund Administrator” means [•] [the administrator, manager, trustee or similar person with the primary administrative responsibilities for the Reference Fund according to the Fund Documentation].

[“Fund Price” means, in respect of any Automatic Redemption Valuation Date, the price per related Fund Interest Unit determined by the Calculation Agent [as of the Valuation Time on such Automatic Redemption Valuation Date in accordance with the following provisions: •] [in accordance with the Re-ported Value Method, subject to the applicable Reporting Convention] [in accordance with the Deemed Payout Method].

“Fund Adviser” means [•] [any person appointed in the role of discretionary investment manager or non-discretionary investment adviser (including a non-discretionary investment adviser to a discretion-ary investment manager or to another non-discretionary investment adviser) for the Reference Fund].

“Fund Documentation“ means, the constitutive and governing documents, subscription agreements and other agreements of the Reference Fund specifying the terms and conditions relating to the Fund Interest [and •], in each case as amended from time to time.

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”Fund Business Day” means [•] [any day the Reference Fund or the primary Fund Administrator is open for business] (subject to adjustments and modifications in accordance with the Fund Documenta-tion, if any).

“Reported Fund Interest Value” means [•] [the value of one Fund Interest or, if the Reference Fund only reports its aggregate net asset value, the portion of the Reference Fund’s aggregate net asset value relating one Fund Interest, in each case as reported by the Reference Fund or on behalf of the Reference Fund by any Service Provider that generally reports such value on behalf of the Reference Fund to its investors or any publishing service].

“Reported Value Method” means that the Relevant Price shall be the Reported Fund Interest Value per Fund Interest determined as of the Strike Date or the Valuation Date or Averaging Date or Auto-matic Redemption Valuation Date, as the case may be [; provided that the Calculation Agent shall

(i) adjust the Reported Fund Interest Value to reflect, without duplication, the relevant portion per Fund Interest of: (1) such fees and costs as would be charged to the Hypothetical Investor pursu-ant to the Fund Documentation, (2) any Purchase Fees for the purposes of determining the Initial Price or any Redemption Fees for the purposes of determining the Final Price or the Fund Price and (3) for the purposes of determining the Final Price or the Fund Price the Redemption Pro-ceeds relating to such Fund Interest, in each case in connection with a deemed redemption as of the Scheduled Redemption Valuation Date relating to such Valuation Date or Averaging Date or Automatic Redemption Valuation Date of all Fund Interests that are subject to valuation; and

(ii) if the Calculation Agent determines that no adjustment that it could make under (i) will produce a commercially reasonable result, determine that Deemed Payout Method shall apply.]

“Hypothetical Investor” means a hypothetical investor in Fund Interests which is located in the Hypo-thetical Investor Jurisdiction and deemed

(i) to have the benefits and obligations, as provided under the Fund Documentation, of an investor holding, as of the Reference Fund Subscription Date, an interest in the Reference Fund in an amount equal to] the aggregate Nominal Amount of the Certificates] [•]; and

(ii) that it would until the Maturity Date (1) increase such hypothetical investment by those amounts which equal the amounts received by the Issuer upon the issue of further Certificates and (2) re-duce such hypothetical investment by those amounts which equal the amounts which become payable by the Issuer to the Certificateholders upon an early redemption of the Certificates; and

(iii) that it would completely liquidate such hypothetical investment on or around the Maturity Date.

“Relevant Price” on any day means, in respect of a Fund Interest and the Strike Date or a Valuation Date or Averaging Date, as the case may be, the price per related Fund Interest Unit determined by the Calculation Agent [as of the Valuation Time on the Strike Date or the Valuation Date or Averaging Date, as the case may be, in accordance with the following provisions: •] [in accordance with the Re-ported Value Method, subject to the applicable Reporting Convention] [in accordance with the Deemed Payout Method].

“Scheduled Fund Valuation Date” means the date as of which the Reference Fund (or any of the Service Providers that generally determines such value) is scheduled, according to the Fund Docu-mentation (without giving effect to any gating, deferral, suspension or other provisions permitting the Reference Fund to delay or refuse a redemption of Fund Interests), to determine the value of the Fund Interest or, if the Reference Fund only reports its aggregate net asset value, the date as of which the Reference Fund determines such aggregate net asset value.

“Scheduled Trading Day” means [•] [any day which is both

(i) a Fund Business Day; and

(ii) a Business Day.

“Scheduled Redemption Valuation Date” means the date as of which the Reference Fund (or any of the Service Providers that generally determines such value) is scheduled, according to the Fund Documentation (without giving effect to any gating, deferral, suspension or other provisions permitting the Reference Fund to delay or refuse redemption of Fund Interests), to determine the net asset value

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of such Fund Interest for purposes of calculating the redemption proceeds to be paid to an investor that has submitted a valid and timely notice for redemption of Fund Interests based on the value deter-mined as of such date. The Scheduled Redemption Valuation Date relating to any Valuation Date or Averaging Date or Automatic Redemption Valuation Date, as the case may be, shall be [•] [the Sched-uled Redemption Valuation Date occurring on such Valuation Date or Averaging Date or Automatic Redemption Valuation Date, as the case may be, or if no Scheduled Redemption Valuation Date is oc-curring on such Valuation Date or Averaging Date or Automatic Redemption Valuation Date, the imme-diately preceding Scheduled Redemption valuation Date] [the Scheduled Redemption Valuation Date for which the Scheduled Redemption Payment Date falls on or immediately prior to such Valuation Date or Averaging Date or Automatic Redemption Valuation Date].

“Scheduled Redemption Payment Date” means [•] [with respect to any Scheduled Redemption Valuation Date, the date by which the Reference Fund is scheduled to have paid, according to its Fund Documentation, all or a specified portion of the redemption proceeds to an investor that has submitted a timely and valid notice requesting redemption of Fund Interests as of such Scheduled Redemption Valuation Date].

“Redemption Notice Date” means, with respect to any Valuation Date or Averaging Date or Automatic Redemption Valuation Date, [•] [the last date on which a Hypothetical Investor would be permitted, pur-suant to the Fund Documentation, to submit a redemption notice that would be timely for a redemption as of [[the Scheduled Redemption Valuation Date occurring on such Valuation Date or Averaging Date or Automatic Redemption Valuation Date, as the case may be, or if no Scheduled Redemption Valua-tion Date is occurring on such Valuation Date or Averaging Date or Automatic Redemption Valuation Date, the immediately preceding Scheduled Redemption Valuation Date] [the Scheduled Redemption Valuation Date for which the Scheduled Redemption payment date falls on or immediately prior to such Valuation Date or Averaging Date or Automatic Redemption Valuation Date]].

“Redemption Valuation Date” means [•] [, with respect to any Scheduled Redemption Valuation Date, the date as of which the Reference Fund (or its Service Provider that generally determines such value) would determine the net asset value of the Fund Interest for purposes of calculating the redemption proceeds to be paid to a Hypothetical Investor that had submitted a valid notice for redemption on or before the related Redemption Notice Date].

“Redemption Proceeds” means [•] [the redemption proceeds, as determined by the Calculation Agent, that would be paid by the Reference Fund to a Hypothetical Investor who, as of the relevant Redemp-tion Valuation Date, redeems the Fund Interest, provided that (1) any such proceeds that would be paid in property other than cash shall be valued by the Calculation Agent in its reasonable discretion and (2) if the Hypothetical Investor would be entitled to elect payment of such redemption proceeds to be made either in the form of cash or other property, then the Hypothetical Investor shall be deemed to have elected cash payment].

[“Redemption Fees” means •.]

[“Purchase Fees” means •.]

“Hypothetical Investor Jurisdiction” means [•] [and] [the jurisdiction of organisation or formation of the Issuer].

“TARGET System” means the Trans-European Automated Real-time Gross settlement Express Trans-fer system.

“Currency Business Day” means any day on which commercial banks are open for business (includ-ing dealings in foreign exchange and foreign currency deposits) in the principal financial centre for the relevant currency (where in respect of the Euro any day on which the TARGET System is open shall be a Currency Business Day).]

[if appropriate, insert alternative or additional Definitions: [●].]

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3 MARKET DISRUPTIONS

[3.1 Strike Date

(a) If the Strike Date [, subject to the applicable Reporting Convention,] is a Disrupted Day, then the Strike Date shall be the first succeeding Scheduled Trading Day that is not a Disrupted Day, unless each of the [•] Scheduled Trading Days immediately following the Scheduled Strike Date is a Disrupted Day. In that case,

(i) the [•] Scheduled Trading Day immediately following the Scheduled Strike Date (the “Ultimate Strike Date”) shall be deemed to be the Strike Date (notwithstanding the fact that such day is a Disrupted Day), and

(ii) the relevant Initial Price shall be the Calculation Agent's good faith estimate of the value for the Fund Interest as of the Valuation Time on the Ultimate Strike Date, provided that the Calculation Agent may, in its sole and unrestricted discretion, consider any such fees and costs [(including the Purchase Fees)] as would be charged to the Hypothetical Investor upon a purchase order given for Fund Interests with regard to such Ultimate Strike Date.

(b) For the purposes of Condition 3.1, “Scheduled Strike Date” means the original date that, but for the occurrence of an event causing a Disrupted Day, would have been the Strike Date.

3.2 Valuation Date

(a) If any Valuation Date [, subject to the applicable Reporting Convention,] is a Disrupted Day, then this Valuation Date shall be the first succeeding Scheduled Trading Day that is not a Disrupted Day, unless each of the [•] Scheduled Trading Days immediately following the relevant Scheduled Valuation Date is a Disrupted Day. In that case,

(i) the [•] Scheduled Trading Day immediately following the Scheduled Valuation Day (the “Ultimate Valuation Date“) shall be deemed to be that Valuation Date, notwithstanding the fact that such day is a Disrupted Day, and

(ii) the relevant Final Price shall be the Calculation Agent's good faith estimate of the value for the Fund Interest as of the Valuation Time on that Ultimate Valuation Date, provided that the Calcula-tion Agent may, in its sole and unrestricted discretion, consider any such fees and costs [(includ-ing the Redemption Fees)] as would be charged to the Hypothetical Investor upon a redemption order given for Fund Interests with regard to such Ultimate Valuation Date.

(b) For the purposes of Condition 3.2, “Scheduled Valuation Date” means the original date that, but for the occurrence of an event causing a Disrupted Day, would have been a Valuation Date.

3.3 Averaging Date

(a) If any Averaging Date [, subject to the applicable Reporting Convention,] is a Disrupted Day, then this Averaging Date shall be the first succeeding Valid Date. If the first succeeding Valid Date has not oc-curred as of the Valuation Time on the Ultimate Averaging Date, then

(i) the [•] Scheduled Trading Day immediately following the Scheduled Valuation Day (the “Ultimate Averaging Date“) shall be deemed to be that Averaging Date (irrespective of whether the Ulti-mate Averaging Date is already an Averaging Date), and

(ii) the Relevant Price in respect of that Averaging Date shall be the Calculation Agent's good faith estimate of the value for the Fund Interest as of the Valuation Time on the Ultimate Averaging Date, provided that the Calculation Agent may, in its sole and unrestricted discretion, consider any such fees and costs [(including the Redemption Fees)] as would be charged to the Hypo-thetical Investor upon a redemption order given for Fund Interests with regard to such Ultimate Averaging Date.

(b) For the purposes of Condition 3.3, “Valid Date” means a Scheduled Trading Day that is not a Dis-rupted Day and on which another Averaging Date does not or is not deemed to occur.

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3.4 Knock-In-Event/Knock-Out-Event

[ONLY TO BE INSERTED IF PROVISIONS FOR A KNOCK-IN-EVENT OR A KNOCK-OUT-EVENT SHALL BE APPLICABLE:

(a) If the Knock-in Valuation Time or the Knock-out Valuation Time is the Valuation Time and if any Knock-in Determination Day or Knock-out Determination Day is a Disrupted Day, then such Knock-in Deter-mination Day or Knock-out Determination Day will be deemed not to be a Knock-in Determination Day or Knock-out Determination Day for the purposes of determining the occurrence of a Knock-in Event or a Knock-out Event and the Knock-in Determination Day or Knock-out Determination Day shall be the first succeeding day that is not a Disrupted Day unless each of the [•] days immediately following the Scheduled Knock-in Determination Day or Knock-out Determination Day is a Disrupted Day. In that case,

(i) the [•] day immediately following the Scheduled Knock-in Determination Day or Knock-out Deter-mination Day shall be deemed to be the Knock-in Determination Day or Knock-out Determination Day (notwithstanding the fact that such day is a Disrupted Day), and

(ii) the Calculation Agent shall determine the relevant level, price or amount of the Fund Interest as its good faith estimate of the value for the Fund Interest as of the Valuation Time on such day, provided that the Calculation Agent may, in its sole and unrestricted discretion, consider any such fees and costs [(including the Redemption Fees)] as would be charged to the Hypothetical Inves-tor upon a redemption order given for Fund Interests with regard to such day.

(b) For the purposes of Condition 3.4, “Scheduled Knock-in Determination Day” and “Scheduled Knock-out Determination Day” means the original date that, but for the occurrence of an event caus-ing a Disrupted Day, would have been the Knock-in Determination Day or Knock-out Determination Day, as the case may be.]

[ONLY TO BE INSERTED IF NO PROVISIONS FOR A KNOCK-IN-EVENT OR A KNOCK-OUT-EVENT SHALL BE APPLICABLE:

Not applicable.]

3.5 Automatic Termination

[ONLY TO BE INSERTED IF AUTOMATIC TERMINATION IS APPLICABLE:

(a) If any Automatic Redemption Valuation Date [, subject to the applicable Reporting Convention,] is a Disrupted Day, then this Automatic Redemption Valuation Date shall be the first succeeding Scheduled Trading Day that is not a Disrupted Day, unless each of the [•] Scheduled Trading Days immediately following the relevant Scheduled Automatic Redemption Valuation Date is a Disrupted Day. In that case,

(i) the [•] Scheduled Trading Day immediately following such Automatic Redemption Valuation Date (the “Ultimate Automatic Redemption Valuation Date“) shall be deemed to be that Automatic Redemption Valuation Date, notwithstanding the fact that such day is a Disrupted Day, and

(ii) the Fund Price shall be the Calculation Agent's good faith estimate of the value for the Fund In-terest as of the Valuation Time on that Ultimate Automatic Redemption Valuation Date, provided that the Calculation Agent may, in its sole and unrestricted discretion, consider any such fees and costs [(including the Redemption Fees)] as would be charged to the Hypothetical Investor upon a redemption order given for Fund Interests with regard to such Ultimate Automatic Redemption Valuation Date.

(b) For the purposes of Condition 3.5, “Scheduled Automatic Redemption Valuation Date” means the original date that, but for the occurrence of an event causing a Disrupted Day, would have been an Automatic Redemption Valuation Date.]

[ONLY TO BE INSERTED IF NO AUTOMATIC TERMINATION IS APPLICABLE:

Not applicable.]

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3.6 Disrupted Day

For the purposes of this Condition 3, the following terms shall have the following meanings: “Disrupted Day” means any Scheduled Trading Day on which a Market Disruption has occurred.

“Market Disruption” means

(i) the occurrence or existence of

(1) a [Valuation Disruption] [Settlement Disruption];

(2) a Liquidity Disruption; or;

(ii) that the trading with financial instruments at the international securities’ exchanges and trading systems is suspended or restricted or if any other event occurs at the international financial mar-kets which in the opinion of the Calculation Agent materially affects the value of the Certificates.

[“Valuation Disruption” means that (i) the net asset Value is not determined as set out in the Fund Documentation;

(ii) the determination and/or publication of the net asset value in accordance with the Fund Docu-mentation is suspended as of the relevant Valuation Time; or

(iii) the published net asset value is, in the reasonable opinion of the Calculation Agent, incorrect.]

[“Settlement Disruption” means, in respect of a Fund Interest and any day, a failure by the Reference Fund to pay the full amount of the Redemption Proceeds with respect to such Fund Interest scheduled to have been paid on or by such day according to the Fund Documentation (without giving effect to any gating, deferral, suspension or other provisions permitting the Reference Fund to delay or refuse a re-demption of Fund Interests).]

“Liquidity Disruption” means any suspension, limitation or delay in the redemption of shares or units in the Reference Fund, be it either in accordance with the provisions of the Fund Documentation or for other reasons.]

[if appropriate, insert alternative or additional provisions in relation to Market Disruptions: [●].]

4 MODIFICATIONS

[4.1 Correction of Fund Prices

(a) In the event that [in respect of any Fund Interest, any price published by or on behalf of the Reference Fund which is utilised by the Calculation Agent for any determination (the "Original Determination") is subsequently corrected and the correction is published within one relevant Settlement Cycle after the original publication] [the Reference Fund with respect to any Fund Interest adjusts the Redemption Proceeds that would have been paid to a Hypothetical Investor redeeming such Fund Interest, and such adjustment would be reflected in either an additional payment to such Hypothetical Investor or a claim of excess Redemption Proceeds made against such Hypothetical Investor, in each case no later than •] (a “Correction”), then the Calculation Agent will notify the Issuer of such Correction as soon as reasonably practicable and shall determine the relevant value (the "Replacement Determination") with regard to such Correction.

(b) If the result of the Replacement Determination is different from the result of the Original Determination, to the extent that it determines to be necessary, the Calculation Agent may adjust any relevant terms accordingly.

4.2 Potential Adjustment Events

(a) If a Potential Adjustment Event occurs from, and including, the Issue Date to, and including, the latest of the last Valuation Date, the last Averaging Date, the last Knock-in Determination Day or the last Knock-out Determination Day, the Calculation Agent will promptly determine, in its sole and absolute discretion, whether such Potential Adjustment Event has a diluting or concentrative effect on the theo-retical value of the Fund Interests and, if so, will:

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(i) make such adjustment(s), if any, to any one or more of the Barrier Price and/or the Initial Price and/or the Knock-in Price and/or the Knock-out Price and/or the Automatic Early Redemption Price and /or (if redemption by physical delivery) the Delivery Amount and/or any of the other relevant provisions of the Certificate Terms that the Calculation Agent determines, in its sole and absolute discretion, to be appropriate to account for that diluting or concentrative effect; and

(ii) determine, in its sole and absolute discretion, the effective date(s) of such adjustment(s).

(b) For the purposes of this Condition 4.2, "Potential Adjustment Event" means, with respect to the Ref-erence Fund and/or the Fund Interests, any of the following as determined by the Calculation Agent:

(i) a subdivision, consolidation or reclassification of the Fund Interest, or a free distribution or divi-dend of any such Fund Interest to existing holders by way of bonus, capitalisation or similar issue;

(ii) a distribution, issue or dividend to existing holders of relevant Fund Interests of

(1) additional Fund Interests;

(2) other share capital or securities granting the right to payment of dividends and/or the pro-ceeds of liquidation of the Reference Fund equally or proportionately with such payments to holders of such Fund Interests, or

(3) share capital or other securities of another issuer acquired or owned (directly or indirectly) by the Reference Fund as a result of a spin-off or other similar transaction, or

(4) any other type of securities, rights or warrants or other assets, in any case for payment (cash or other consideration) at less than the prevailing market price as determined by the Calculation Agent;

(iii) a dividend or other form of distribution which the Calculation Agent determines, in its sole discre-tion and acting in good faith and in a commercially reasonable manner, should (in whole or part) be characterised as extraordinary;

(iv) a repurchase by the Reference Fund of Fund Interests whether the consideration for such repur-chase is cash, securities or otherwise, other than in respect of a redemption of Fund Interests ini-tiated by an investor in the Fund; or

(v) any other similar event that may have a diluting or concentrative effect on the theoretical value of the Fund Interests.

4.3 Extraordinary Events

(a) If on or prior to the latest of the last Valuation Date, the last Averaging Date, the last Knock-in Determi-nation Day or the last Knock-out Determination Day, as the case may be, a Nationalisation, Insolvency or Extraordinary Fund Event (an “Extraordinary Event”) occurs with regard to the Reference Fund or the Fund Interests, then the Calculation Agent will be entitled, for the purpose of performing its obliga-tions in respect of the outstanding Certificates, either to:

(i) substitute the Fund Interest with such interest in any other investment fund or other collective in-vestment vehicle (the “Successor Fund Interest“) which the Calculation Agent, using commer-cially reasonable efforts, has identified as being, with regard to its characteristics, investment ob-jectives and policies, similar to those in effect for the Reference Fund immediately prior to the oc-currence of such Extraordinary Event, provided that the Calculation Agent shall

(1) replace the Fund Interest by a number of shares or units in the Successor Fund Interest as represents the amount (the “Removal Value”) which would be derived from an order to re-deem the Fund Interest which has been submitted to the Reference Fund on the Fund Busi-ness Day immediately following the occurrence of such Extraordinary Event (the “Replace-ment Date”);

(2) determine the effective date of such substitution with regard to dates which would be appli-cable to orders to redeem the Fund Interest and to subscribe for Successor Fund Interests which would be given on or about the Replacement Date; and

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(3) make such other modifications and adjustments to the Certificate Terms (including, but not limited to adjustments to account for any changes in volatility, investment strategy or liquidity relevant to the Fund Interests) as may be required in order to preserve the economic equiva-lent of the obligation of the Issuer under the Certificates, provided that the Certificateholders shall be informed without undue delay of the relevant modifications and/or adjustments; or (but not and)

(ii) make such modifications and adjustments to the Certificate Terms (including, but not limited to adjustments to account for any changes in volatility, investment strategy or liquidity relevant to the Fund Interests) as may be required in order to preserve the economic equivalent of the obligation of the Issuer under the Certificates, provided that the Certificateholders shall be informed without undue delay of the relevant modifications and/or adjustments; or (but not and)

(iii) require the Issuer to redeem each Certificate at an amount per Certificate equal to the Early Re-demption Amount, provided that the Early Redemption Amount shall be payable by the Issuer on the • Business Day following notification by the Calculation Agent to the Issuer require the Issuer to redeem each Certificate at an amount per Certificate equal to the Early Redemption Amount.

(b) The Calculation Agent shall not be required to make an adjustment to the terms of the Certificates if it determines that the theoretical change in value of the Fund Interest resulting from the occurrence of one or more events listed in the provisions hereof above is less than or equal to [one per cent] [•] of the value of that Fund Interest immediately before the occurrence of that event or those events.

(c) The following terms shall have the following meanings:

“Nationalization” means that all the interests in the Reference Fund or all or substantially all the as-sets of the Reference Fund are nationalized, expropriated or are otherwise required to be transferred to any governmental agency, authority, entity or instrumentality thereof.

“Insolvency” means that by reason of the voluntary or involuntary liquidation, bankruptcy, insolvency, dissolution or winding-up of or any analogous proceeding affecting the Reference Fund,

(i) all the interests of the Reference Fund are required to be transferred to a trustee, liquidator or other similar official; or

(ii) holders of the interests of the Reference Fund become legally prohibited from transferring them.

“Extraordinary Event” means the occurrence of any of the following events:

(i) a Fund Insolvency Event;

(ii) a NAV Trigger Event;

(iii) an Adviser Resignation Event;

(iv) a Fund Modification;

(v) a Strategy Breach;

(vi) a Fund Hedging Disruption;

(vii) any Regulatory Action;

(viii) a Reporting Disruption;

(ix) a Change in Law;

(x) an Increased Cost of Hedging ; [or]

(xi) a Holding Event [.] [; or]

[(xii) any Other Extraordinary Fund Event.]

“Fund Insolvency Event” means that the Reference Fund

(i) is dissolved or has a resolution passed for its dissolution, winding-up, official liquidation (other than pursuant to a consolidation, amalgamation or merger);

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(ii) makes a general assignment or arrangement with or for the benefit of its creditors;

(iii) (1) institutes or has instituted against it, by a regulator, supervisor or any similar official with pri-mary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorpora-tion or organization or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official, or (2) has instituted against it a proceeding seek-ing a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and such proceeding or petition is instituted or presented by a person or entity not de-scribed in clause (1) above and either (A) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation or (B) is not dismissed, discharged, stayed or restrained in each case within 15 days of the institution or pres-entation thereof;

(iv) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conser-vator, receiver, trustee, custodian or other similar official for it or for all or substantially all its as-sets;

(v) has a secured party take possession of all or substantially all its assets or has a distress, execu-tion, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 15 days thereafter; or

“NAV Trigger Event” means, in respect of the Fund Interests, that

(i) the reported value of such interest has decreased by an amount equal to, or greater than, the Fluctuation Limit during the related Observation Period; or

(ii) the Reference Fund has violated any leverage restriction that is applicable to, or affecting, the Reference Fund or its assets by operation of any law, any order or judgment of any court or other agency of government applicable to it or any of its assets, its Fund Documentation or any contrac-tual restriction binding on or affecting the Reference Fund or any of its assets.

“Adviser Resignation” means, in respect of the Reference Fund,

(i) the resignation, termination, or replacement of its Fund Adviser; or

(ii) the resignation, termination, death or replacement of any key person of such Fund Adviser.

“Fund Modification” means any change or modification of the Fund Documentation of the Reference Fund that could in the reasonable opinion of the Calculation Agent be expected to affect the value of the interest in the Reference Fund or the rights of any holders thereof from those prevailing on the Is-sue Date.

“Strategy Breach” means any breach or violation of any strategy or investment guidelines stated in the Fund Documentation that is in the reasonable opinion of the Issuer is suitable to affect the value of in-terests in the Reference Fund or the rights of any holders thereof.

“Fund Hedging Disruption” means, that it is for the Issuer or for any third party with whom the Issuer enters into a hedging transaction [with regard to its obligations incurred under the Certificates] impossi-ble or impractical, after using commercially reasonable efforts, to

(i) acquire, establish, re-establish, substitute, maintain, unwind or dispose of any transaction or as-set it deems necessary or appropriate to hedge the price risk relating to the Fund Interests; or

(ii) realize, recover or remit the proceeds of any such transaction or asset, including, without limita-tion, where such inability or impracticability has arisen by reason of

(1) any restrictions or increase in charges or fees imposed by the Reference Fund with regard to the redemption of interests, in whole or in part, or any existing or new investor’s ability to make new or additional investments in the Reference Fund or

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(2) any mandatory redemption, in whole or in part, of interests imposed by the Reference Fund (in each case other than any restriction in existence on the Issue Date).

“Regulatory Action” means, with respect to the Reference Fund

(i) a cancellation, suspension or revocation of the registration or approval of the Reference Fund or its interests by any governmental or regulatory entity with authority over the Reference Fund or its interests;

(ii) any change in the legal, tax, accounting, or regulatory treatments of the Reference Fund or its adviser or manager that in the reasonable opinion of the Issuer is suitable to have an adverse im-pact on the value of the interests in the Reference Fund or on any investor therein; or

(iii) the Reference Fund or its administrator, adviser or manager becoming subject to any investiga-tion, proceeding or litigation by any relevant governmental or regulatory authority involving the po-tential violation of applicable law for any activities relating to or resulting from the operation of the Reference Fund.

“Reporting Disruption” means, in respect of the Reference Fund

(i) the occurrence of any event that, in the reasonable opinion of the Issuer, would make it impossi-ble or impracticable for the Calculation Agent to determine the value of the interests in the Refer-ence Fund, and such event continues for at least [•];

(ii) any failure of the Reference Fund to deliver, or cause to be delivered, (1) information that the Reference Fund has undertaken to deliver to the Issuer and/or the Calculation Agent, or (2) in-formation that has been previously delivered to the Issuer and/or the Calculation Agent in accor-dance with the Reference Fund’s, or its authorized representative’s, normal practice and that the Issuer deems necessary for it or the Calculation Agent to monitor the Reference Fund’s compli-ance with any investment guidelines, asset allocation methodologies or any other similar policies relating to the Reference Fund.

“Change in Law” means that, on or after the Issue Date

(i) due to the adoption of or any change in any applicable law or regulation (including, without limita-tion, any tax law); or

(ii) due to the promulgation of or any change in the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority),

the Calculation Agent determines in its reasonable discretion that

(1) it has become illegal to hold, acquire or dispose of interests in the Reference Fund,

(2) it will incur a materially increased cost in performing its obligations under these Certificates (including, without limitation, due to any increase in tax liability, decrease in tax benefit or other adverse effect on its tax position)].

“Increased Cost of Hedging” means that the Issuer or any third party with whom the Issuer enters into a hedging transaction [with regard to its obligations incurred under the Certificates] would incur a mate-rially increased (as compared with circumstances existing on the Issue Date) amount of tax, duty, ex-pense or fee (other than brokerage commissions) to

(i) acquire, establish, re-establish, substitute, maintain, unwind or dispose of any transaction(s) or asset(s) it deems necessary to hedge the price risk relating to the Reference Fund; or

(ii) realize, recover or remit the proceeds of any such transaction(s) or asset(s),

provided that any such materially increased amount that is incurred solely due to the deterioration of the creditworthiness of any hedging counterparty shall not be deemed as any such Increased Cost of Hedging.

“Holding Event” means the capitalisation of the Reference Fund falls so that the Issuer or any third party with whom the Issuer enters into a hedging transaction [with regard to its obligations under the

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Certificates] holds on any Fund Business Day Fund Interests for an amount greater than ● % of the capitalisation of the Reference Fund on such Fund Business Day.

[“Other Extraordinary Fund Event” means ●.]

4.4 Miscellaneous

(a) If more than one of the events set out in this Condition 4 occurs, the adjustments (if any) to the Certifi-cate Terms for the second and subsequent events shall be to the Certificate Terms as adjusted for preceding events.

(b) As soon as reasonably practicable under the circumstances after making any adjustment or modifica-tion to the Certificate Terms in accordance with these Conditions, whether in the exercise of its own discretion or at the request of the Issuer, the Calculation Agent will give notice thereof to the Issuer and to the Paying Agent whereupon the Issuer or the Paying Agent shall notify the Certificateholders of such adjustment or modification in accordance with Condition 8 of the Certificate Terms.]

[if appropriate, insert alternative or additional provisions in relation to Modifications: [●].]

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VII. Technical Annex “B/F” (Basket of Funds)

[This technical annex (the “Technical Annex”) is meant to describe further the Underlying of Certifi-cates to be issued under the issuance programme of Jersey incorporated NATIXIS Structured Products Limited (the “Issuer”) and will be attached to the Global Certificate to be issued in relation to the rele-vant Certificates together with the applicable Certificate Terms or, if possible, incorporated by reference into.

Details of the description of the Underlying will be established by completing this Technical Annex; all places marked (“●”) will be subject to an addition and the options marked with square brackets (“[ ]”) are subject to selection.]

1 THE UNDERLYING

1.1 General Description

The Underlying is the “• Basket” (hereinafter also: the “Basket”) as composed by • (the “Basket Agent”). The Basket is composed of the following shares and/or unit (each a “Fund Interest”) in the fol-lowing investment funds (each a “Reference Fund”) [and the following additional components (the “Ad-ditional Components”)], [subject to the following proportions (each a “Weighting”):] [•]. [INSERT BRIEF DESCRIPTION OF THE REFERENCE FUNDS AND OF THE ADDITIONAL COMPONENTS, IF ANY]

1.2 Information on the Historic Performance and Volatility

[INSERT INFORMATION ON THE HISTORIC PERFORMANCE AND VOLATILITY OF THE BASKET, IF ANY]

1.3 Public sources where further information can be obtained

[INSERT INFORMATION ABOUT PUBLIC SOURCES WHERE FURTHER INFORMATION ABOUT THE BASKET CAN BE OBTAINED]

2 CERTIFICATE TERMS, DEFINITIONS

[(a) This Technical Annex is an integral part of the certificate terms to which it is attached (the “Certificate Terms”).

(b) The following terms shall have the following meanings:

“Settlement Cycle" means, in respect of a reference Fund, [•] [the period of Currency Business Days from, and including, any Scheduled Redemption Valuation Date to, and including, the related Sched-uled Redemption Payment Date].

“Initial Level” means [•] [an amount for the Basket determined by the Calculation Agent equal to the sum of the values of each Fund Interest [and of the Additional Components], determined as the product in respect of each Fund Interest of

(i) the Relevant Price of such Fund Interest on the Strike Date and

(ii) the relevant Weighting of such Fund Interest (subject to an adjustment in accordance with the fol-lowing provisions from time to time).]

“Interest Holder” means, in respect of a Reference Fund, any person or entity which is from time to time holding one or more interests in the Reference Fund.

[“Automatic Redemption Valuation Date [(s)]” means • or, if [any of] such date[s] is not a Scheduled Trading Day, the next following Scheduled Trading Day.]

[“Barrier Price” means • (subject to an adjustment in accordance with the following provisions).]

“Reporting Convention” means, in respect of a Reference Fund, the method for determining the Re-ported Fund Interest Value with respect to any Fund Interest as of the Strike Date or any Valuation Date or Averaging Date or Automatic Redemption Valuation Date that is not a Scheduled Fund Valua-tion Date or Scheduled Redemption Valuation Date as applicable. The method [Prior Redemption

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Valuation Date] [Prior Fund Valuation Date] [Last Reported Value] [Following Fund Valuation Date] [Following Redemption Valuation Date] shall apply and the Reported Fund Interest Value shall be de-termined in accordance with the relevant definition set out below:

(i) “Prior Redemption Valuation Date” means that the Reported Fund Interest Value shall be de-termined as of the immediately preceding Scheduled Redemption Valuation Date;

(ii) “Prior Fund Valuation Date” means that if the relevant Strike Date or relevant Valuation Date or Averaging Date or Automatic Redemption Valuation Date is not a Scheduled Fund Valuation Date, the Reported Fund Interest Value shall be determined as of the immediately preceding Scheduled Fund Valuation Date;

(iii) “Last Reported Value” means that the Reported Fund Interest Value shall be the most recently available Reported Fund Interest Value;

(iv) “Following Fund Valuation Date” means that the relevant Valuation Date or Averaging Date or Automatic Redemption Valuation Date shall be postponed until the next following Scheduled Fund Valuation Date (without prejudice to any further adjustments pursuant to the following provi-sions) and the Reported Fund Interest Value shall be determined as of such Scheduled Fund Valuation Date; and

(v) “Following Redemption Valuation Date” means that the relevant Valuation Date or Averaging Date or Automatic Redemption Valuation Date shall be postponed until the next following Sched-uled Redemption Valuation Date (without prejudice to any further adjustments pursuant to the fol-lowing provisions) and the Reported Fund Interest Value shall be determined as of such Sched-uled Redemption Valuation Date.

[“Valuation Date” means [, in respect of a Reference Fund,] • or, if such date is not a relevant Sched-uled Trading Day, the next following relevant Scheduled Trading Day.]

“Valuation Time” means, in respect of a Reference Fund, [•] [the time as of which the Reported Fund Interest Value is determined] [the close of business in the Hypothetical Investor Jurisdiction].

“Service Provider” means, in respect of any Reference Fund, any person who is appointed to provide services, directly or indirectly, to the Reference Fund, whether or not specified in the Fund Documenta-tion, including (without limitation) any Fund Adviser, Fund Administrator, operator, management com-pany, depository, custodian, sub-custodian, prime broker, administrator, trustee, registrar and transfer agent or domiciliary agent.

[“Averaging Date” means [in respect of any Reference Fund,] • or, if such date is not a Scheduled Trading Day, the next following Valid Date.]

“Final Price” means either:

(i) in respect of any Valuation Date, an amount for the Basket determined by the Calculation Agent equal to the sum of the values of each Fund Interest [and of the Additional Components], deter-mined as the product in respect of each Fund Interest of

(1) the Relevant Price of such Fund Interest on such Valuation Date and

(2) the relevant Weighting; OR

(ii) in respect of the Averaging Dates, the arithmetic average as determined by the Calculation Agent of the amounts for the Basket calculated on each Averaging Date as the sum of the values of each Fund Interest [and of the Additional Components], determined as the product in respect of each Fund Interest of

(1) the Net Asset Value of such Fund Interest on each of such Averaging Dates and

(2) the relevant Weighting.

[“Strike Date” means [, in respect of any Reference Fund,] • or, if such date is not a relevant Sched-uled Trading Day, the next following Scheduled Trading Day.]

“Deemed Payout Method” means, in respect of a Reference Fund, that the Relevant Price shall be an amount equal to the Redemption Proceeds that would be received by the Hypothetical Investor in con-

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nection with a redemption of the Fund Interests executed as of the relevant Valuation Date or Averag-ing Date or Automatic Redemption Valuation Date, as the case may be.

“Fund Administrator” means, in respect of a Reference Fund, [•] [the administrator, manager, trustee or similar person with the primary administrative responsibilities for such Reference Fund according to the Fund Documentation].

[“Basket Price” means, in respect of a Reference Fund and any Automatic Redemption Valuation Date, an amount for the Basket determined by the Calculation Agent equal to the sum of the values of each Fund Interest [and of the [Additional Components], determined as the product in respect of each Fund Interest of

(i) the Relevant Price of such Fund Interest on such Automatic Redemption Valuation Date; and

(ii) the relevant Weighting.]

“Fund Adviser” means, in respect of a Reference Fund, [•] [any person appointed in the role of discre-tionary investment manager or non-discretionary investment adviser (including a non-discretionary in-vestment adviser to a discretionary investment manager or to another non-discretionary investment adviser) for such Reference Fund].

“Fund Documentation“ means, in respect of a Reference Fund, the constitutive and governing docu-ments, subscription agreements and other agreements of such Reference Fund specifying the terms and conditions relating to the Fund Interest [and •], in each case as amended from time to time.

”Fund Business Day” means, in respect of a Reference Fund, [•] [any day such Reference Fund or the primary Fund Administrator is open for business] (subject to adjustments and modifications in ac-cordance with the Fund Documentation, if any).

“Reported Fund Interest Value” means, in respect of a Reference Fund, [•] [the value of one Fund Interest or, if such Reference Fund only reports its aggregate net asset value, the portion of the Refer-ence Fund’s aggregate net asset value relating one Fund Interest, in each case as reported by the Reference Fund or on behalf of the Reference Fund by any Service Provider that generally reports such value on behalf of the Reference Fund to its investors or any publishing service].

“Reported Value Method” means, in respect of a Reference Fund, that the Relevant Price shall be the Reported Fund Interest Value per Fund Interest determined as of the Strike Date or the Valuation Date or Averaging Date or Automatic Redemption Valuation Date, as the case may be [; provided that the Calculation Agent shall

(i) adjust the Reported Fund Interest Value to reflect, without duplication, the relevant portion per Fund Interest of: (1) such fees and costs as would be charged to the Hypothetical Investor pursu-ant to the Fund Documentation, (2) any Purchase Fees for the purposes of determining the Initial Price or any Redemption Fees for the purposes of determining the Final Price or the Basket Price and (3) for the purposes of determining the Final Price or the Basket Price the Redemption Pro-ceeds relating to such Fund Interest, in each case in connection with a deemed redemption as of the Scheduled Redemption Valuation Date relating to such Valuation Date or Averaging Date or Automatic Redemption Valuation Date of all Fund Interests that are subject to valuation; and

(ii) if the Calculation Agent determines that no adjustment that it could make under (i) will produce a commercially reasonable result, determine that Deemed Payout Method shall apply.]

“Hypothetical Investor” means, in respect of a Reference Fund, a hypothetical investor in Fund Inter-ests in such Reference Fund which is located in the Hypothetical Investor Jurisdiction and of deemed

(i) to have the benefits and obligations, as provided under the relevant Fund Documentation, of an investor holding, as of the Reference Fund Subscription Date, an interest in such Reference Fund in an amount equal to [the aggregate Nominal Amount of the Certificates (multiplied by the weighting of such Reference Fund in the Basket)] [•]; and

(ii) that it would until the Maturity Date (1) increase such hypothetical investment by those amounts which equal the amounts received by the Issuer upon the issue of further Certificates (multiplied by the weighting of such Reference Fund in the Basket) and (2) reduce such hypothetical invest-ment by those amounts which equal the amounts which become payable by the Issuer to the Cer-

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tificateholders upon an early redemption of the Certificates (multiplied by the weighting of such Reference Fund in the Basket); and

(iii) that it would completely liquidate such hypothetical investment on or around the Maturity Date.

“Relevant Price” on any day means, in respect of a Fund Interest and the Strike Date or a Valuation Date or Averaging Date or Automatic Redemption Valuation Date, as the case may be, the price per related Fund Interest Unit determined by the Calculation Agent [as of the Valuation Time on the Strike Date or the Valuation Date or Averaging Date or Automatic Redemption Valuation Date, as the case may be, in accordance with the following provisions: •] [in accordance with the Reported Value Method, subject to the applicable Reporting Convention] [in accordance with the Deemed Payout Method].

“Scheduled Fund Valuation Date” means, in respect of a Reference Fund, the date as of which such Reference Fund (or any of the Service Providers that generally determines such value) is scheduled, according to the Fund Documentation (without giving effect to any gating, deferral, suspension or other provisions permitting the Reference Fund to delay or refuse a redemption of Fund Interests), to deter-mine the value of the Fund Interest or, if the Reference Fund only reports its aggregate net asset value, the date as of which the Reference Fund determines such aggregate net asset value.

“Scheduled Trading Day” means any day which, in respect of a Reference Fund, is both

(i) a Fund Business Day; and

(ii) a [Banking] Business Day.

“Scheduled Redemption Valuation Date” means, in respect of a Reference Fund, the date as of which such Reference Fund (or any of the Service Providers that generally determines such value) is scheduled, according to the Fund Documentation (without giving effect to any gating, deferral, suspen-sion or other provisions permitting the Reference Fund to delay or refuse redemption of Fund Inter-ests), to determine the net asset value of such Fund Interest for purposes of calculating the redemption proceeds to be paid to an investor that has submitted a valid and timely notice for redemption of Fund Interests based on the value determined as of such date. The Scheduled Redemption Valuation Date relating to any Valuation Date or Averaging Date or Automatic Redemption Valuation Date, as the case may be, shall be [•] [the Scheduled Redemption Valuation Date occurring on such Valuation Date or Averaging Date or Automatic Redemption Valuation Date, as the case may be, or if no Scheduled Re-demption Valuation Date is occurring on such Valuation Date or Averaging Date or Automatic Redemp-tion Valuation Date, the immediately preceding Scheduled Redemption valuation Date] [the Scheduled Redemption Valuation Date for which the Scheduled Redemption Payment Date falls on or immedi-ately prior to such Valuation Date or Averaging Date or Automatic Redemption Valuation Date].

“Scheduled Redemption Payment Date” means, in respect of a Reference Fund, [•] [with respect to any Scheduled Redemption Valuation Date, the date by which the Reference Fund is scheduled to have paid, according to its Fund Documentation, all or a specified portion of the redemption proceeds to an investor that has submitted a timely and valid notice requesting redemption of Fund Interests as of such Scheduled Redemption Valuation Date].

“Redemption Notice Date” means, in respect of a Reference Fund and any Valuation Date or Averag-ing Date or Automatic Redemption Valuation Date, [•] [the last date on which a Hypothetical Investor would be permitted, pursuant to the Fund Documentation, to submit a redemption notice that would be timely for a redemption as of [[the Scheduled Redemption Valuation Date occurring on such Valuation Date or Averaging Date or Automatic Redemption Valuation Date, as the case may be, or if no Sched-uled Redemption Valuation Date is occurring on such Valuation Date or Averaging Date or Automatic Redemption Valuation Date, the immediately preceding Scheduled Redemption Valuation Date] [the Scheduled Redemption Valuation Date for which the Scheduled Redemption payment date falls on or immediately prior to such Valuation Date or Averaging Date or Automatic Redemption Valuation Date]].

“Redemption Valuation Date” means, in respect of a Reference Fund, [•] [, with respect to any Scheduled Redemption Valuation Date, the date as of which the Reference Fund (or its Service Pro-vider that generally determines such value) would determine the net asset value of the Fund Interest for purposes of calculating the redemption proceeds to be paid to a Hypothetical Investor that had submitted a valid notice for redemption on or before the related Redemption Notice Date].

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“Redemption Proceeds” means, in respect of a Reference Fund, [•] [the redemption proceeds, as determined by the Calculation Agent, that would be paid by such Reference Fund to a Hypothetical In-vestor who, as of the relevant Redemption Valuation Date, redeems the Fund Interest, provided that (1) any such proceeds that would be paid in property other than cash shall be valued by the Calculation Agent in its reasonable discretion and (2) if the Hypothetical Investor would be entitled to elect payment of such redemption proceeds to be made either in the form of cash or other property, then the Hypo-thetical Investor shall be deemed to have elected cash payment].

[“Redemption Fees” means •.]

[“Purchase Fees” means •.]

“Hypothetical Investor Jurisdiction” means [•] [and] [the jurisdiction of organisation or formation of the Issuer].

“TARGET System” means the Trans-European Automated Real-time Gross settlement Express Trans-fer system.]

[if appropriate, insert alternative or additional Definitions: [●].]

3 MARKET DISRUPTIONS

[3.1 Strike Date

(a) If, in respect of a Reference Fund, the Strike Date [, subject to the applicable Reporting Convention,] is a Disrupted Day, then the Strike Date for such Reference Fund shall be the first succeeding Scheduled Trading Day that is not a Disrupted Day, unless each of the [•] Scheduled Trading Days immediately following the Scheduled Strike Date is a Disrupted Day. In that case,

(i) the [•] Scheduled Trading Day immediately following the Scheduled Strike Date (the “Ultimate Strike Date”) shall be deemed to be the Strike Date for this Reference Fund (notwithstanding the fact that such day is a Disrupted Day), and

(ii) the Relevant Price of such Reference Fund on the Strike Date shall be determined by the Calcu-lation Agent as its good faith estimate as of the Valuation Time on the Ultimate Strike Date, pro-vided that the Calculation Agent may, in its sole and unrestricted discretion, consider any such fees and costs [(including the Purchase Fees)] as would be charged to the Hypothetical Investor upon a purchase order given for Fund Interests with regard to such Ultimate Strike Date.

(b) For the purposes of Condition 3.1, “Scheduled Strike Date” means the original date that, but for the occurrence of an event causing a Disrupted Day, would have been the Strike Date.

3.2 Valuation Date

(a) If, in respect of any Reference Fund, any Valuation Date [, subject to the applicable Reporting Conven-tion,] is a Disrupted Day, then this Valuation Date shall be the first succeeding Scheduled Trading Day that is not a Disrupted Day, unless each of the [•] Scheduled Trading Days immediately following the relevant Scheduled Valuation Date is a Disrupted Day. In that case,

(i) the [•] Scheduled Trading Day immediately following the Scheduled Valuation Date (the “Ultimate Valuation Date“) shall be deemed to be that Valuation Date for this Reference Fund, notwith-standing the fact that such day is a Disrupted Day, and

(ii) the Relevant Price of such Reference Fund on such Valuation Date shall be determined by the Calculation Agent as its good faith estimate as of the Valuation Time on that Ultimate Valuation Date, provided that the Calculation Agent may, in its sole and unrestricted discretion, consider any such fees and costs [(including the Redemption Fees)] as would be charged to the Hypo-thetical Investor upon a redemption order given for Fund Interests with regard to such Ultimate Valuation Date.

(b) For the purposes of Condition 3.2, “Scheduled Valuation Date” means the original date that, but for the occurrence of an event causing a Disrupted Day, would have been a Valuation Date.

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3.3 Averaging Date

(a) If, in respect of any Reference Fund, any Averaging Date [, subject to the applicable Reporting Con-vention,] is a Disrupted Day, then this Averaging Date for this Reference Fund shall be the first suc-ceeding Valid Date. If the first succeeding Valid Date has not occurred as of the Valuation Time on the [•] Scheduled Trading Day immediately following the original date that, but for the occurrence of an-other Averaging Date or Disrupted Day, would have been the final Averaging Date (the “Ultimate Av-eraging Date”), then

(i) the Ultimate Averaging Date shall be deemed to be that Averaging Date (irrespective of whether the Ultimate Averaging Date is already an Averaging Date), and

(ii) the Relevant Price of such Reference Fund on such Averaging Date shall be determined by the Calculation Agent as its good faith estimate as of the Valuation Time for that Averaging Date (subject to Condition 4 below), provided that the Calculation Agent may, in its sole and unre-stricted discretion, consider any such fees and costs [(including the Redemption Fees)] as would be charged to the Hypothetical Investor upon a redemption order given for Fund Interests with re-gard to such Ultimate Averaging Date.

(b) For the purposes of Condition 3.3, “Valid Date” means a Scheduled Trading Day that is not a Dis-rupted Day and on which another Averaging Date does not or is not deemed to occur.

3.4 Knock-In-Event and Knock-Out-Event

[ONLY TO BE INSERTED IF PROVISIONS FOR A KNOCK-IN-EVENT OR A KNOCK-OUT-EVENT SHALL BE APPLICABLE:

(a) If the Knock-in Valuation Time or the Knock-out Valuation Time is the Valuation Time and if any Knock-in Determination Day or Knock-out Determination Day is a Disrupted Day, then such Knock-in Deter-mination Day or Knock-out Determination Day will be deemed not to be a Knock-in Determination Day or Knock-out Determination Day for the purposes of determining the occurrence of a Knock-in Event or a Knock-out Event and the Knock-in Determination Day or Knock-out Determination Day shall be the first succeeding day that is not a Disrupted Day unless each of the • days immediately following the Scheduled Knock-in Determination Day or Knock-out Determination Day is a Disrupted Day. In that case,

(i) the • day immediately following the Scheduled Knock-in Determination Day or Knock-out Deter-mination Day shall be deemed to be the Knock-in Determination Day or Knock-out Determination Day (notwithstanding the fact that such day is a Disrupted Day), and

(ii) the Calculation Agent shall determine the relevant level, price or amount of the affected Fund In-terest as its good faith estimate of the value for the Fund Interest as of the Valuation Time on such day, provided that the Calculation Agent may, in its sole and unrestricted discretion, con-sider any such fees and costs [(including the Redemption Fees)] as would be charged to the Hy-pothetical Investor upon a redemption order given for Fund Interests with regard to such day.

(b) For the purposes of Condition 3.4, “Scheduled Knock-in Determination Day” and “Scheduled Knock-out Determination Day” means the original date that, but for the occurrence of an event caus-ing a Disrupted Day, would have been the Knock-in Determination Day or Knock-out Determination Day, as the case may be.

[ONLY TO BE INSERTED IF NO PROVISIONS FOR A KNOCK-IN-EVENT OR A KNOCK-OUT-EVENT SHALL BE APPLICABLE:

Not applicable.]

3.5 Automatic Termination

[ONLY TO BE INSERTED IF AUTOMATIC TERMINATION IS APPLICABLE:

(a) If, in respect of any Reference Fund, any Automatic Redemption Valuation Date [, subject to the applica-ble Reporting Convention,]is a Disrupted Day, then this Automatic Redemption Valuation Date for this Reference Fund shall be the first succeeding Scheduled Trading Day that is not a Disrupted Day,

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unless each of the [•] Scheduled Trading Days immediately following the relevant Scheduled Automatic Redemption Valuation Date is a Disrupted Day. In that case,

(i) the • Scheduled Trading Day immediately following such Automatic Redemption Valuation Date (the “Ultimate Automatic Redemption Valuation Date“) shall be deemed to be that Automatic Redemption Valuation Date for this Reference Fund, notwithstanding the fact that such day is a Disrupted Day, and

(ii) the Relevant Price of such Reference Fund on such Automatic Redemption Valuation Date shall be determined by the Calculation Agent as its good faith estimate as of the Valuation Time on that Ultimate Automatic Redemption Valuation Date, provided that the Calculation Agent may, in its sole and unrestricted discretion, consider any such fees and costs [(including the Redemption Fees)] as would be charged to the Hypothetical Investor upon a redemption order given for Fund Interests with regard to such Ultimate Automatic Redemption Valuation Date.

(b) For the purposes of Condition 3.5, “Scheduled Automatic Redemption Valuation Date” means the original date that, but for the occurrence of an event causing a Disrupted Day, would have been an Automatic Redemption Valuation Date.]

[ONLY TO BE INSERTED IF NO AUTOMATIC TERMINATION IS APPLICABLE:

Not applicable.]

3.6 Disrupted Day

For the purposes of this Condition 3, the following terms shall have the following meanings:

“Disrupted Day” means any Scheduled Trading Date on which a Market Disruption has occurred.

“Market Disruption” means, in respect of a Reference Fund,

(i) the occurrence or existence of

(1) a Valuation Disruption or Settlement Disruption, as the case may be;

(2) a Liquidity Disruption; or;

(ii) that the trading with financial instruments at the international securities’ exchanges and trading systems is suspended or restricted or if any other event occurs at the international financial mar-kets which in the opinion of the Calculation Agent materially affects the value of the Certificates.

“Valuation Disruption” means, in respect of a Reference Fund to which the Reported Value Method is applicable, that

(i) the net asset value is not determined as set out in the relevant Fund Documentation;

(ii) the determination and/or publication of the net asset value in accordance with the relevant Fund Documentation is suspended as of the relevant Valuation Time; or

(iii) the published net asset value is, in the reasonable opinion of the Calculation Agent, incorrect.

“Settlement Disruption” means, in respect of a Reference Fund to which the Deemed Payout Method is applicable and in respect of a Fund Interest and any day, a failure by the Reference Fund to pay the full amount of the Redemption Proceeds with respect to such Fund Interest scheduled to have been paid on or by such day according to the Fund Documentation (without giving effect to any gating, defer-ral, suspension or other provisions permitting the Reference Fund to delay or refuse a redemption of Fund Interests).]

“Liquidity Disruption” means any suspension, limitation or delay in the redemption of shares or units in the Reference Fund, be it either in accordance with the provisions of the Fund Documentation or for other reasons.]

[if appropriate, insert alternative or additional provisions in relation to Market Disruptions: [●].]

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4 MODIFICATIONS

[4.1 Corrections to Fund Prices

(a) In the event that, in respect of any Reference Fund to which the Reported Value Method is applicable, any price published by or on behalf of such Reference Fund which is utilised by the Calculation Agent for any determination (the "Original Determination") is subsequently corrected and the correction is published within one relevant Settlement Cycle after the original publication or, in respect of any Refer-ence Fund to which the Deemed Payout Method is applicable, such Reference Fund with respect to any Fund Interest adjusts the Redemption Proceeds that would have been paid to a Hypothetical In-vestor redeeming such Fund Interest, and such adjustment would be reflected in either an additional payment to such Hypothetical Investor or a claim of excess Redemption Proceeds made against such Hypothetical Investor, in each case no later than •, (each a “Correction”), then the Calculation Agent will notify the Issuer of such Correction as soon as reasonably practicable and shall determine the rele-vant value (the "Replacement Determination") with regard to such Correction.

(b) If the result of the Replacement Determination is different from the result of the Original Determination, to the extent that it considers it to be necessary, the Calculation Agent may, in its sole and absolute discretion, adjust any relevant terms hereof accordingly.

(c) For the avoidance of doubt, Certificateholders shall not be entitled to make any claim against the Issuer or the Calculation Agent in the case where any Original Determination is not subsequently corrected and/or the correction of the Original Determination is announced by this Index Sponsor after the sec-ond Scheduled Trading Day immediately preceding the payment date of the amount due and payable under the Certificates which is linked to that Original Determination.

4.2 Potential Adjustment Events

(a) If, in respect of any Reference Fund, a Potential Adjustment Event occurs from, and including, the Is-sue Date to, and including, the latest of the last Valuation Date, the last Averaging Date, the last Knock-in Determination Day or the last Knock-out Determination Day, the Calculation Agent will promptly determine, in its sole and absolute discretion, whether such Potential Adjustment Event has a diluting or concentrative effect on the theoretical value of that Reference Fund and, if so, will:

(i) make such adjustment(s), if any, to any one or more of the Barrier Price and/or the Initial Price and/or the Knock-in Price and/or the Knock-out Price and/or the Automatic Early Redemption Price and/or (if Redemption by physical delivery) the Delivery Amount and/or any of the other relevant provisions of the Certificate Terms that the Calculation Agent determines, in its sole and absolute discretion, to be appropriate to account for that diluting or concentrative effect; and

(ii) determine, in its sole and absolute discretion, the effective date(s) of such adjustment(s).

(b) The Calculation Agent shall not be required to make an adjustment to the Certificate Terms if it deter-mines that the theoretical change in value of the Reference Fund resulting from the occurrence of one or more events listed in the provisions hereof above is less than or equal to [one per cent] [●] of the value of that Reference Fund immediately before the occurrence of that event or those events.

(c) For the purposes of this Condition 4.2, "Potential Adjustment Event" means, with respect to any Ref-erence Fund and/or Fund Interest, any of the following as determined by the Calculation Agent:

(i) a subdivision, consolidation or reclassification of the Fund Interest, or a free distribution or divi-dend of any such Fund Interest to existing holders by way of bonus, capitalisation or similar issue;

(ii) a distribution, issue or dividend to existing holders of relevant Fund Interests of

(1) additional Fund Interests;

(2) other share capital or securities granting the right to payment of dividends and/or the pro-ceeds of liquidation of the Reference Fund equally or proportionately with such payments to holders of such Fund Interests, or

(3) share capital or other securities of another issuer acquired or owned (directly or indirectly) by the Reference Fund as a result of a spin-off or other similar transaction, or

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(4) any other type of securities, rights or warrants or other assets, in any case for payment (cash or other consideration) at less than the prevailing market price as determined by the Calculation Agent;

(iii) a dividend or other form of distribution which the Calculation Agent determines, in its sole discre-tion and acting in good faith and in a commercially reasonable manner, should (in whole or part) be characterised as extraordinary;

(iv) a repurchase by the Reference Fund of Fund Interests whether the consideration for such repur-chase is cash, securities or otherwise, other than in respect of a redemption of Fund Interests ini-tiated by an investor in the Fund; or

(v) any other similar event that may have a diluting or concentrative effect on the theoretical value of the Fund Interests.

4.3 Extraordinary Events

(a) If on or prior to the latest of the last Valuation Date, the last Averaging Date, the last Knock-in Determi-nation Day or the last Knock-out Determination Day, as the case may be, a Nationalisation, Insolvency or Extraordinary Fund Event (an “Extraordinary Event”) occurs with regard to a Reference Fund or any Fund Interests, then the Calculation Agent will be entitled, for the purpose of performing its obliga-tions in respect of the outstanding Certificates, either to:

(i) substitute the relevant Fund Interest with such interest in any other investment fund or other col-lective investment vehicle (the “Successor Fund Interest“) which the Calculation Agent, using commercially reasonable efforts, has identified as being, with regard to its characteristics, invest-ment objectives and policies, similar to those in effect for the relevant Reference Fund immedi-ately prior to the occurrence of such Extraordinary Event, provided that the Calculation Agent shall

(1) replace the relevant Fund Interest by a number of shares or units in the Successor Fund In-terest as represents the amount (the “Removal Value”) which would be derived from an or-der to redeem the Fund Interest which has been submitted to the relevant Reference Fund on the Fund Business Day immediately following the occurrence of such Extraordinary Event (the “Replacement Date”);

(2) determine the effective date of such substitution with regard to dates which would be appli-cable to orders to redeem the relevant Fund Interest and to subscribe for Successor Fund Interests which would be given on or about the Replacement Date; and

(3) make such other modifications and adjustments to the Certificate Terms (including, but not limited to adjustments to account for any changes in volatility, investment strategy or liquidity relevant to the relevant Fund Interests) as may be required in order to preserve the eco-nomic equivalent of the obligation of the Issuer under the Certificates, provided that the Cer-tificateholders shall be informed without undue delay of the relevant modifications and/or ad-justments; or (but not and)

(ii) make such modifications and adjustments to the Certificate Terms (including, but not limited to adjustments to account for any changes in volatility, investment strategy or liquidity relevant to the relevant Fund Interests) as may be required in order to preserve the economic equivalent of the obligation of the Issuer under the Certificates, provided that the Certificateholders shall be in-formed without undue delay of the relevant modifications and/or adjustments; or (but not and)

(iii) require the Issuer to redeem each Certificate at an amount per Certificate equal to the Early Re-demption Amount, provided that the Early Redemption Amount shall be payable by the Issuer on the • Business Day following notification by the Calculation Agent to the Issuer require the Issuer to redeem each Certificate at an amount per Certificate equal to the Early Redemption Amount.

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(b) The following terms shall have the following meanings:

“Nationalization” means, in respect of a reference Fund, that all the interests in the Reference Fund or all or substantially all the assets of such Reference Fund are nationalized, expropriated or are other-wise required to be transferred to any governmental agency, authority, entity or instrumentality thereof.

“Insolvency” means, in respect of a Reference Fund, that by reason of the voluntary or involuntary liquidation, bankruptcy, insolvency, dissolution or winding-up of or any analogous proceeding affecting such Reference Fund,

(i) all the interests of the Reference Fund are required to be transferred to a trustee, liquidator or other similar official; or

(ii) holders of the interests of the Reference Fund become legally prohibited from transferring them.

“Extraordinary Event” means, with regard to a Reference Fund, the occurrence of any of the following events:

(i) a Fund Insolvency Event;

(ii) a NAV Trigger Event;

(iii) an Adviser Resignation Event;

(iv) a Fund Modification;

(v) a Strategy Breach;

(vi) a Fund Hedging Disruption;

(vii) any Regulatory Action;

(viii) a Reporting Disruption;

(ix) a Change in Law;

(x) an Increased Cost of Hedging[; [; or]

(xi) a Holding Event [.] [;or]

[(xii) any Other Extraordinary Fund Event.]

“Fund Insolvency Event” means, with regard to a Reference Fund

(i) is dissolved or has a resolution passed for its dissolution, winding-up, official liquidation (other than pursuant to a consolidation, amalgamation or merger);

(ii) makes a general assignment or arrangement with or for the benefit of its creditors;

(iii) (1) institutes or has instituted against it, by a regulator, supervisor or any similar official with pri-mary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorpora-tion or organization or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official, or (2) has instituted against it a proceeding seek-ing a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and such proceeding or petition is instituted or presented by a person or entity not de-scribed in Condition (1) above and either (A) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation or (B) is not dismissed, discharged, stayed or restrained in each case within 15 days of the institution or presentation thereof;

(iv) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conser-vator, receiver, trustee, custodian or other similar official for it or for all or substantially all its as-sets;

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(v) has a secured party take possession of all or substantially all its assets or has a distress, execu-tion, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 15 days thereafter; or

“NAV Trigger Event” means, in respect of Fund Interests, that

(i) the reported value of such interest has decreased by an amount equal to, or greater than, the Fluctuation Limit during the related Observation Period; or

(ii) the [related] Reference Fund has violated any leverage restriction that is applicable to, or affect-ing, [the] [such] Reference Fund or its assets by operation of any law, any order or judgment of any court or other agency of government applicable to it or any of its assets, its fund documents or any contractual restriction binding on or affecting [the] [such] Reference Fund or any of its as-sets.

“Adviser Resignation” means, in respect of a Reference Fund,

(i) the resignation, termination, or replacement of its Fund Adviser; or

(ii) the resignation, termination, death or replacement of any key person of such Fund Adviser.

“Fund Modification” means any change or modification of the Fund Documentation of a Reference Fund that could in the reasonable opinion of the Calculation Agent be expected to affect the value of the interest in the relevant Reference Fund or the rights of any holders thereof from those prevailing on the Issue Date.

“Strategy Breach” means, in respect of a Reference Fund, any breach or violation of any strategy or investment guidelines stated in the relevant Fund Documentation that is in the reasonable opinion of the Issuer is suitable to affect the value of interests in such Reference Fund or the rights of any holders thereof.

“Fund Hedging Disruption” means, that it is for the Issuer or for any third party with whom the Issuer enters into a hedging transaction [with regard to its obligations incurred under the Certificates], in re-spect of a Reference Fund, impossible or impractical, after using commercially reasonable efforts, to

(i) acquire, establish, re-establish, substitute, maintain, unwind or dispose of any transaction or as-set it deems necessary or appropriate to hedge the price risk relating to the Fund Interests; or

(ii) realize, recover or remit the proceeds of any such transaction or asset, including, without limita-tion, where such inability or impracticability has arisen by reason of

(1) any restrictions or increase in charges or fees imposed by the relevant Reference Fund with regard to the redemption of interests, in whole or in part, or any existing or new investor’s ability to make new or additional investments in such Reference Fund or

(2) any mandatory redemption, in whole or in part, of interests imposed by the relevant Refer-ence Fund (in each case other than any restriction in existence on the Issue Date).

“Regulatory Action” means, with respect to any Reference Fund

(i) a cancellation, suspension or revocation of the registration or approval of such Reference Fund or its interests by any governmental or regulatory entity with authority over such Reference Fund or its interests;

(ii) any change in the legal, tax, accounting, or regulatory treatments of the relevant Reference Fund or its adviser or manager that in the reasonable opinion of the Issuer is suitable to have an ad-verse impact on the value of the interests in such Reference Fund or on any investor therein; or

(iii) the relevant Reference Fund or its administrator, adviser or manager becoming subject to any in-vestigation, proceeding or litigation by any relevant governmental or regulatory authority involving the potential violation of applicable law for any activities relating to or resulting from the operation of such Reference Fund.

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“Reporting Disruption” means, in respect of any Reference Fund

(i) the occurrence of any event that, in the reasonable opinion of the Issuer, would make it impossi-ble or impracticable for the Calculation Agent to determine the value of the interests in such Ref-erence Fund, and such event continues for at least [•];

(ii) any failure of the [relevant] Reference Fund to deliver, or cause to be delivered, (1) information that such Reference Fund has undertaken to deliver to the Issuer and/or the Calculation Agent, or (2) information that has been previously delivered to the Issuer and/or the Calculation Agent in accordance with such Reference Fund’s, or its authorized representative’s, normal practice and that the Issuer deems necessary for it or the Calculation Agent to monitor such Reference Fund’s compliance with any investment guidelines, asset allocation methodologies or any other similar policies relating to such Reference Fund.

“Change in Law” means that, in respect of a Reference Fund, on or after the Issue Date

(i) due to the adoption of or any change in any applicable law or regulation (including, without limita-tion, any tax law); or

(ii) due to the promulgation of or any change in the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority),

Calculation Agent determines in its reasonable discretion that

(1) it has become illegal to hold, acquire or dispose of interests in such Reference Fund,

(2) it will incur a materially increased cost in performing its obligations under these Certificates (including, without limitation, due to any increase in tax liability, decrease in tax benefit or other adverse effect on its tax position)].

“Increased Cost of Hedging” means that the Issuer or any third party with whom the Issuer enters into a hedging transaction [with regard to its obligations incurred under the Certificates] would incur a mate-rially increased (as compared with circumstances existing on the Issue Date) amount of tax, duty, ex-pense or fee (other than brokerage commissions) to

(i) acquire, establish, re-establish, substitute, maintain, unwind or dispose of any transaction(s) or asset(s) it deems necessary to hedge the price risk relating to the Reference Fund; or

(ii) realize, recover or remit the proceeds of any such transaction(s) or asset(s),

provided that any such materially increased amount that is incurred solely due to the deterioration of the creditworthiness of any hedging counterparty shall not be deemed as any such Increased Cost of Hedging.

“Holding Event” means the capitalisation of the Reference Fund falls so that the Issuer or any third party with whom the Issuer enters into a hedging transaction [with regard to its obligations under the Certificates] holds on any Fund Business Day Fund Interests for an amount greater than ● % of the capitalisation of the Reference Fund on such Fund Business Day.

[“Other Extraordinary Fund Event” means ●.]

4.4 Miscellaneous

(a) If more than one of the events set out in this Condition 4 occurs, the adjustments (if any) to the Certifi-cate Terms for the second and subsequent events shall be to the Certificate Terms as adjusted for preceding events.

(b) As soon as reasonably practicable under the circumstances after making any adjustment or modifica-tion to the Certificate Terms and Conditions in accordance with these Conditions, whether in the exer-cise of its own discretion or at the request of the Issuer, the Calculation Agent will give notice thereof to the Issuer and to the Paying Agent whereupon the Issuer or the Paying Agent shall notify the Certifi-cateholders of such adjustment or modification in accordance with Condition 8 of the Certificate Terms.]

[if appropriate, insert alternative or additional provisions in relation to Modifications: [●].]

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VIII. Technical Annex “S” (Others)

[This technical annex (the “Technical Annex”) is meant to describe further the Underlying of Certifi-cates to be issued under the issuance programme of Jersey incorporated NATIXIS Structured Products Limited (the “Issuer”) and will be attached to the Global Certificate to be issued in relation to the rele-vant Certificates together with the applicable Certificate Terms or, if possible, incorporated by reference into.

Details of the description of the Underlying will be established by completing this Technical Annex; all places marked (“●”) will be subject to an addition and the options marked with square brackets (“[ ]”) are subject to selection.]

1 THE UNDERLYING

1.1 General Description

The Underlying[s] [is] [are] [•]. [INSERT BRIEF DESCRIPTION OF THE UNDERLYING]

1.2 Information on the Historic Performance and Volatility

[INSERT INFORMATION ON THE HISTORIC PERFORMANCE AND VOLATILITY OF THE UNDERLYING, IF ANY]

1.3 Public sources where further information can be obtained

[INSERT INFORMATION ABOUT PUBLIC SOURCES WHERE FURTHER INFORMATION ABOUT THE UNDERLYING CAN BE OBTAINED]

2 CERTIFICATE TERMS, DEFINITIONS

[(a) This Technical Annex is an integral part of the certificate terms to which it is attached (the “Certificate Terms”).

(b) The following terms shall have the following meanings:

[“Valuation Date” means [•] or, if such date is not a relevant Scheduled Trading Day, the next following relevant Scheduled Trading Day.]

[“Valuation Time” means •.]

[“Scheduled Trading Day” means •.]

[“TARGET System” means the Trans-European Automated Real-time Gross settlement Express Transfer system.]

[•]]

[if appropriate, insert alternative or additional Definitions: [●].]

3 MARKET DISRUPTIONS

[INSERT CORRESPONDING MARKET DISRUPTION PROVISIONS]

4 MODIFICATIONS

[INSERT CORRESPONDING MODIFICATION PROVISIONS]