IMPORTANT NOTICE You must read the following notice before continuing: Prospectus Confirmation of Your Representation: Notes Securities Act

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1 IMPORTANT NOTICE You must read the following notice before continuing: The following notice applies to the attached Prospectus (the Prospectus ) whether received by , accessed from an internet page or otherwise received as a result of electronic communication and you are therefore advised to read this notice carefully before reading, accessing or making any other use of the Prospectus. In reading, accessing or making other use of the Prospectus, you agree to be bound by the following terms and conditions and each of the restrictions set out in the Prospectus, including any modifications to them from time to time, each time you receive any information from us as a result of such access. Confirmation of Your Representation: In order to be eligible to review this Prospectus or to make an investment decision with respect to the notes referred to in the Prospectus (the Notes ), investors must not be a US person (within the meaning of Regulation S under the US Securities Act of 1933 (the Securities Act ) (a US person )). By accepting the and accessing the Prospectus, you shall be deemed to have represented to Natixis (the Lead Manager ), being the senders of the attached, that (i) you are not a US person; (ii) the electronic mail (or e- mail) address to which it has been delivered is not located in the United States of America (including the District of Columbia) or any of its possessions, including Puerto Rico, the US Virgin Islands, Guam, American Samoa, Wake Island or the Northern Mariana Islands and (iii) you are a person to whom the Prospectus may be communicated or distributed lawfully in the jurisdiction in which you are located and in accordance with each of the restrictions set out in the section of the Prospectus entitled SUBSCRIPTION AND SALE. You may not nor are you authorised to deliver the Prospectus to any other person. The Prospectus has been sent to you in electronic form. You consent to delivery by electronic transmission and are reminded that whilst the information contained in this electronic copy has been formatted in a manner which should exactly replicate the printed Prospectus, physical appearance may differ and other discrepancies may occur for various reasons, including electronic communication difficulties or particular user equipment. The user of this electronic copy assumes the risk of any discrepancies between it and the printed version of the Prospectus which is available to you on request from Natixis. None of Natixis or its affiliates, any person who controls any of them and any of the representatives, directors, officers, employees and agents of any such person accepts any liability or responsibility whatsoever in respect of any difference between this electronic copy and the printed Prospectus. You are reminded that the Prospectus and the information contained in it are subject to completion and/or amendment, which may be material, without notice. If you intend to subscribe for or purchase the Notes, you are reminded that any subscription or purchase may only be made on the basis of the information contained in the final Prospectus. You are reminded that this Prospectus has been delivered to you on the basis that you are a person into whose possession this Prospectus may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not nor are you authorised to deliver this Prospectus to any other person. Nothing in this electronic transmission constitutes an offer of, or an invitation to acquire, or the solicitation of an offer to purchase or subscribe for any of the Notes, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Prospectus may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever, and in particular, may not be forwarded to any US person or to any postal or electronic mail address located in the United States of America. Any forwarding, distribution or reproduction of this Prospectus in whole or in part is unauthorised. Any securities to be issued will not be registered under the Securities Act and may not be offered in the United States or to or for the account or benefit of US persons (as such persons are defined in Regulation S under the Securities Act) unless pursuant to an exemption from such registration. Failure to comply with this directive may result in a violation of applicable laws or regulations.

2 PROSPECTUS This Preliminary Prospectus is subject to completion and amendment. The Notes may not be sold nor may offers to buy be accepted prior to the time a final Prospectus is completed. This Preliminary Prospectus shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Notes,in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, qualification or exemption under the securities laws of any such jurisdiction. SUBJECT TO COMPLETION AND AMENDMENT, PRELIMINARY PROSPECTUS DATED 20 NOVEMBER THIS PRELIMINARY PROSPECTUS IS NOT A PROSPECTUS BUT AN ADVERTISEMENT AND INVESTORS SHOULD NOT SUBSCRIBE FOR ANY NOTES REFERRED TO HEREIN EXCEPT ON THE BASIS OF THE FINAL PROSPECTUS, WHICH WILL CONSTITUTE A PROSPECTUS. IT IS INTENDED THAT COPIES OF THE FINAL PROSPECTUS, WHEN APPROVED AND PUBLISHED, WILL BE AVAILABLE AT THE OFFICES OF THE MANAGEMENT COMPANY AND THE CUSTODIAN (DETAILS OF WHICH ARE CONTAINED HEREIN) F.C.T F.A.S.T FONDS COMMUN DE TITRISATION - FACTORING ASSET SECURITISATION TRANSACTION (Articles L to L and Articles R to R of the French Monetary and Financial Code) [850,000,000] Class A1 Asset-Backed Floating Rate Notes due 13 June 2016 (Private Placement / Issue Price: 100 per cent.) Eurotitrisation Management Company Natixis Custodian On 13 December 2012 (the Closing Date ), Eurotitrisation (the Management Company ) and Natixis (the Custodian ), acting severally but not jointly (conjointement mais sans solidarité) as co-founders, will establish the fund F.C.T. F.A.S.T. (the Fund ), a French debt securitisation fund (fonds commun de titrisation) governed by the provisions of articles L to L and Articles R to R of the French Monetary and Financial Code and the regulations (règlement) entered into on or before the Closing Date between the Management Company and the Custodian (the Fund Regulations ). The purpose of the Fund is to issue notes and units and to purchase from Natixis Factor (the Seller ), on the Closing Date and on a regular basis thereafter, the receivables (the Receivables ) acquired by the Seller from its clients (the Clients ) pursuant to factoring contracts (the Factoring Contracts ) and originated by such Clients against their respective customers (the Debtors ). The Fund will issue, on the Closing Date, [850,000,000] Class A1 Asset-Backed Floating Rate Notes (the Class A1 Notes ). The Class A1 Notes will be issued in denominations of 100,000 each and will at all times be represented in book entry form (dématérialisée). No physical documents of title will be issued in respect of the Class A1 Notes. The Class A1 Notes will, upon issue, (i) be admitted to the operations of Euroclear France ( Euroclear France ) (acting as central depositary) which shall credit the accounts of Account Holder affiliated with Euroclear France and (ii) be admitted in the clearing systems of Euroclear France and Clearstream Banking (the Clearing Systems ) (see Section GENERAL INFORMATION ). In this paragraph, Account Holder shall mean any investment services provider, including Clearstream Banking, société anonyme ( Clearstream Banking ) and Euroclear Bank S.A./N.V. ( Euroclear Bank S.A./N.V. ). Application has been made to the Autorité des marchés financiers in its capacity as competent authority under French law for the Class A1 Notes to be listed on the Paris Stock Exchange (Euronext Paris). The Prospectus has been prepared in respect of the Class A1 Notes only and has not been prepared in the context of a public offer of the Class A1 Notes in the Republic of France within the meaning of article L of the French Monetary and Financial Code and articles et seq. of the AMF General Regulations (Règlement général de l Autorité des Marchés Financiers). The Class A1 Notes will only be offered and sold (i) in France to qualified investors (investisseurs qualifiés) or a restricted circle of investors (cercle restreint d investisseurs) provided in each case that such investors are acting for their own account and/or to persons providing portfolio management financial services (personnes fournissant le service d investissement de gestion de portefeuille pour compte de tiers), as defined in, and in accordance with, articles L.411-1, L.411-2, D and D of the French Monetary and Financial Code and/or (ii) to non-resident investors (investisseurs non-résidents) and subject to the further restrictions set out in Section SUBSCRIPTION AND SALE. The Class A1 Notes are expected, on issue, to be assigned an AAAsf rating by Fitch France S.A.S. ( Fitch ) and an Aaa (sf) rating by Moody s Investor Service Ltd ( Moody s and, together Fitch, the Rating Agencies ). There is no assurance that any such ratings will continue for any period of time or that they will not be reviewed, revised, suspended or withdrawn entirely by either or both of the Rating Agencies as a result of changes in or unavailability of information or if, in the judgment of the Rating Agencies, circumstances so warrant. A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by any of the Rating Agencies. As of 30 July 2012, Fitch France S.A.S. and Moody s Investor Service Ltd are registered under the Regulation 1060/2009/EC of the European Parliament and the Council of 16 September 2009 on credit rating agencies, as amended pursuant to Regulation 513/2011/EU of the European Parliament and the Council of 11 May 2011 (the CRA Regulation ) according to the list published by the European Securities and Markets Authority. The Fund will also issue, on the Closing Date and, if applicable, from time to time thereafter, Class A2 Asset-Backed Floating Rate Notes (the Class A2 Notes and together with the Class A1 Notes, the Notes ). The Class A2 Notes issued on a given date and offered for subscription to a given subscriber (a Class A2 Subscriber ) will be noted Class A2-X, with X being the number ascribed by the Fund to the relevant Class A2 Subscriber. The Class A2-X Notes issued on a given date to a given Class A2 Subscriber shall constitute a separate series of Class A2-X Notes (a Series ). The subscriber of Class A2 Notes issued on the Closing Date (the Class A2 Initial Subscriber ) shall be 1

3 ascribed number 1 and any Class A2 Note offered for subscription to it on the Closing Date or from time to time thereafter shall be a Class A2-1 Note. The Class A2-1 Notes (together with the Class A1 Notes, the Rated Notes ) are expected, on issue, to be assigned an AAAsf rating by Fitch and an Aaa (sf) rating by Moody s. The Class A2 Notes will not be listed and will be privately placed. The Fund will also issue, on the Closing Date and, if applicable, from time to time thereafter, three categories of asset-backed units in respect of the Fund (the Specific Units U-1, the Specific Units U-2 and the Subordinated Units, together, the Units ). The Units will not be listed nor rated. The Units will be subscribed on issue by Natixis Factor. Interest on the Class A1 Notes is payable on a monthly basis by reference to successive interest periods, each monthly date of payment being referred to as a Monthly Distribution Date (as further defined herein). Each Class A1 Note bears interest on each Monthly Distribution Date at an annual interest rate equal to the 1 month EURIBOR (or, in the case of the first Interest Period, the annual rate resulting from the linear interpolation of [ ] month EURIBOR and [ ] month EURIBOR) plus [ ] per cent. per annum (see Section TERMS AND CONDITIONS OF THE NOTES Interest ). Principal repayments under the Class A1 Notes will depend upon the periods of the Fund. The Replenishment Period is the period starting on the Closing Date and ending on the earlier of the Monthly Settlement Date (as defined hereinafter) preceding the Monthly Distribution Date falling on 14 December 2015 (the Scheduled Replenishment Termination Date ) (included), in case of the occurrence of an Early Amortisation Event (as defined hereinafter), on the Weekly Reporting Date (included) immediately following, or falling, on the date on which such Early Amortisation Event occurs (the Early Amortisation Starting Date ) (excluded) and (c) the date on which a Fund Liquidation Event is declared by the Management Company (excluded). The Seller may request to the Fund an extension of the Replenishment Period, at least 45 calendar days prior to the Scheduled Replenishment Termination Date, in which case the Fund may (but shall not be obliged to) issue, on the Monthly Distribution Date preceding the Scheduled Replenishment Termination Date, new Class A1 notes (the Class A1 New Notes ) and new Class A2 notes (the Class A2 New Notes, and together with the Class A1 New Notes, the New Notes ), in accordance with and subject to the Fund Regulations and provided in particular but without limitation that the proceeds received from the issue of the New Notes shall be sufficient for, and be applied in priority to, the redemption of all of the then outstanding Notes, such procedure being referred to as an Extension (see Section OPERATIONS AND PERIODS OF THE FUND Extension ). For the avoidance of doubt, the Notes as referred to in this Prospectus and the Transaction Documents do not include a reference to any New Note. During the Replenishment Period, the Class A1 Notes will not be subject to any redemption, except (i) if a Class A1 Notes Decrease Amount (as defined hereinafter) arises, in which case the Class A1 Notes will be subject to a partial mandatory redemption up to that amount, (ii) if an Extension occurs and New Notes are issued in accordance with and subject to the Fund Regulations, in which case the Class A1 Notes will be subject to a mandatory redemption in full or (iii) if, following the occurrence of a Stop Purchase Event (as defined hereinafter), the Senior Amortisation Option (as defined hereinafter) is exercised by Natixis Factor, in which case the Class A1 Notes will be subject to a mandatory redemption in full. After the Replenishment Period, and, until the earlier of (i) the date on which the Principal Amount Outstanding of each Class A1 Note is reduced to zero or (ii) the Monthly Distribution Date falling on 13 June 2016 or, if such day is not a Business Day, on the next succeeding Business Day, subject to any Extension (the Final Legal Maturity Date ) and, unless previously redeemed, the Class A1 Notes are subject to mandatory partial redemption on each Monthly Distribution Date on a sequential basis, subject to the amounts collected from the Receivables and from any other Assets of the Fund, as applicable, and the applicable Priority of Payments. After the Final Legal Maturity Date, any Principal Amount Outstanding of the Class A1 Notes and any interest due thereon remaining unpaid will be automatically cancelled, so that the Noteholders, after such date, will have no right to assert any claim against the Fund, regardless of the amounts which may remain unpaid after the Final Legal Maturity Date (abandon de créance). For a discussion of certain significant factors affecting investments in the Class A1 Notes, see Sections RISK FACTORS SPECIAL CONSIDERATIONS and SUBSCRIPTION AND SALE on pages 50 and 179 of this Prospectus. ARRANGER AND LEAD MANAGER NATIXIS [CO-MANAGER] [ ] This Prospectus has been prepared by the Management Company and the Custodian solely for use in connection with the listing of the Class A1 Notes on the Paris Stock Exchange (Euronext Paris) (see Section Subscription and Sale France ). The Class A2 Notes will not be listed on the Paris Stock Exchange (Euronext Paris) and are not subject to offering. This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy the Class A1 Notes in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. No action has been taken or shall be taken by the Management Company, the Custodian, the Arranger or the Lead Manager that shall permit a public offer of the Notes in any jurisdiction. The language of this Prospectus is English. Certain legislative references and technical terms have been cited in their original language to clarify the correct technical meaning ascribed to them under applicable law. PAR

4 Neither the Arranger, the Lead Manager, nor any of their respective affiliates have authorised the whole or any part of this Prospectus and none of them makes any representation or warranty or accepts any responsibility as to the accuracy or completeness of the information contained in this Prospectus. Neither the Arranger nor the Lead Manager accepts any liability in relation to the information contained or incorporated by reference in this Prospectus or any other information provided by the Management Company, the Custodian and the Seller in connection with the transactions described in this Prospectus. In connection with the issue and offering of the Class A1 Notes, no person has been authorised to give any information or to make any representations other than those contained in this Prospectus and, if given or made, such information or representations shall not be relied upon as having been authorised by or on behalf of the Seller, the Servicer or any other company within the Natixis Group, the Management Company, the Custodian, the Fund Account Bank, the Fund Cash Manager, the Paying Agent, the Specially Dedicated Account Bank, the Arranger or the Lead Manager. The distribution of this Prospectus and the offering or sale of the Class A1 Notes in certain jurisdictions may be restricted by law or regulations. Persons coming into possession of this Prospectus are required to enquire regarding, and to comply with, any such restrictions. In accordance with the provisions of article L of the French Monetary and Financial Code, the Class A1 Notes issued by the Fund in relation to the Fund may not be sold by way of brokerage (démarchage). This Prospectus should not be construed as a recommendation, invitation, solicitation or offer by the Seller, the Servicer or any other company within the Natixis Group, the Management Company, the Custodian, the Fund Account Bank, the Fund Cash Manager, the Paying Agent, the Specially Dedicated Account Bank, the Arranger or the Lead Manager to any recipient of this Prospectus, or any other information supplied in connection with the issue of Class A1 Notes, to subscribe or acquire any such Class A1 Notes. Each potential investor shall, as it deems appropriate, conduct an independent investigation and an assessment of the financial terms and conditions of the Class A1 Notes, the creditworthiness of the Fund, the risks associated with the Class A1 Notes, the proposed structure of the transaction contemplated in this Prospectus, and the tax, accounting and legal consequences of an investment in the Class A1 Notes and should consult an independent legal, tax or accounting adviser to this effect. THE CLASS A1 NOTES AND GENERALLY ANY CONTRACTUAL OBLIGATIONS OF THE FUND ARE OBLIGATIONS OF THE FUND SOLELY AND ARE LIMITED TO THE ASSETS OF THE FUND. NEITHER THE CLASS A1 NOTES ISSUED BY THE FUND NOR ANY LIABILITY OR ASSET OF THE FUND, ARE, OR WILL BE, GUARANTEED IN ANY WAY BY THE SELLER, THE SERVICER OR ANY OTHER COMPANY WITHIN THE NATIXIS GROUP, THE MANAGEMENT COMPANY, THE CUSTODIAN, THE FUND ACCOUNT BANK, THE FUND CASH MANAGER, THE PAYING AGENT, THE SPECIALLY DEDICATED ACCOUNT BANK, THE ARRANGER, THE LEAD MANAGER, OR BY ANY OF THEIR RESPECTIVE AFFILIATES. NONE OF THE SELLER, THE SERVICER NOR ANY OTHER COMPANY WITHIN THE NATIXIS GROUP, THE MANAGEMENT COMPANY, THE CUSTODIAN, THE FUND ACCOUNT BANK, THE FUND CASH MANAGER, THE PAYING AGENT, THE SPECIALLY DEDICATED ACCOUNT BANK, THE ARRANGER OR THE LEAD MANAGER WILL BE LIABLE, OR PROVIDE ANY GUARANTEES FOR, THE NOTES ISSUED BY THE FUND. ONLY THE MANAGEMENT COMPANY MAY ENFORCE THE RIGHTS OF THE HOLDERS OF CLASS A1 NOTES AGAINST THIRD PARTIES. The Notes will not be registered under the United States Securities Act of 1933, as amended (the Securities Act ) under applicable U.S. state securities laws or under the laws of any jurisdiction. The Notes have not and will not be offered for subscription or sale in the United States of America or to or for the account or benefit of U.S. persons as defined in Regulation S of the Securities Act, save under certain circumstances where the contemplated transactions do not require any registration under the Securities Act (see Section SUBSCRIPTION AND SALE United States of America ). No guarantee can be given to any potential investor with respect to the placement of the Class A1 Notes, as to the creation or development of a secondary market for the Class A1 Notes by way of their listing on the Paris Stock Exchange (Euronext Paris). Each of the Management Company and the Custodian, in their capacity as co-founders of the Fund assumes responsibility for the information contained in this Prospectus, as set out in Section ENTITIES ACCEPTING RESPONSIBILITY FOR THE PROSPECTUS. PAR

5 Natixis Factor accepts responsibility for the information contained in Sections DESCRIPTION OF THE TRANSFERRED RECEIVABLES, STATISTICAL INFORMATION RELATING TO THE PORTFOLIO OF RECEIVABLES, HISTORICAL PERFORMANCE DATA and DESCRIPTION OF NATIXIS FACTOR AND OF ITS UNDERWRITING AND MANAGEMENT PROCEDURES of this Prospectus (the "Natixis Factor Information"). To the knowledge of Natixis Factor (having taken all reasonable care to ensure that such is the case), the Natixis Factor Information is in accordance with the facts and does not omit anything likely to affect the import of the Natixis Factor Information. The Management Company was not mandated as arranger of the transaction contemplated in the Prospectus (the Transaction ) and did not appoint the Arranger as arranger in respect of the Transaction. Neither the delivery of this Prospectus, nor the offering of any of the Class A1 Notes shall, under any circumstances, constitute or create any representation or imply that the information (whether financial or otherwise) contained in this Prospectus regarding the Fund, the Seller, the Servicer, the Management Company, the Custodian, the Fund Account Bank, the Fund Cash Manager, the Paying Agent, the Specially Dedicated Account Bank, the Arranger, the Lead Manager or any other entity involved in the distribution of the Class A1 Notes, shall remain valid at any time subsequent to the date of this Prospectus. While the information set out in this Prospectus comprises a description of certain provisions of the Transaction Documents, it should be read as a summary only and it is not intended as a full statement of the provisions of such Transaction Documents. In connection with the issue and distribution of the Class A1 Notes, Natixis, acting as stabilisation manager (the "Stabilisation Manager") (or persons acting on behalf of the Stabilisation Manager) may over-allot Class A1 Notes or effect transactions with a view to supporting the market price of the Class A1 Notes at a level higher than that which might otherwise prevail. However, there is no insurance that the Stabilisation Manager (or persons acting on behalf of the Stabilisation Manager) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the Class A1 Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of thirty (30) calendar days after the Closing Date and sixty (60) calendar days after the date of the allotment of the Class A1 Notes. Any stabilisation action or over-allotment must be conducted by the Stabilisation Manager (or persons acting on behalf of the Stabilisation Manager) in accordance with all applicable laws and rules. In this Prospectus, unless otherwise specified or required by the context, references to Euro, or EUR are to the lawful currency of the Republic of France as of 1 January 1999, such date being the commencement of the third stage of the Economic and Monetary Union pursuant to the Treaty establishing the European Economic Community, as amended by the Treaty on the European Union. PAR

6 PROCEDURE OF ISSUE AND PLACEMENT OF THE CLASS A1 NOTES SELECTION OF RECEIVABLES AND AVAILABLE INFORMATION This Prospectus relates solely to the placement procedure for Class A1 Notes issued by a French fonds commun de titrisation as governed by the provisions of the AMF General Regulations (Règlement Général de Autorité des Marchés Financiers). The purpose of this Prospectus is to set out (i) a general description of the assets and liabilities of the Fund, (ii) the general characteristics of the Receivables which shall be acquired from the Seller by the Fund and (iii) the general principles of establishment and operation of the Fund. Fund Regulations Upon subscription or purchase of any Class A1 Notes, its holder shall be automatically and without any further formality (de plein droit) bound by the provisions of the Fund Regulations, as amended from time to time by any amendments thereto jointly agreed by the Management Company and the Custodian in accordance with the terms thereof. As a consequence, each holder of a Class A1 Note is deemed to have full knowledge of the operation of the Fund, and in particular, of the characteristics of the Receivables purchased by the Fund, of the terms and conditions of the relevant Class A1 Notes and of the identity of the parties participating to the management of the Fund. This Prospectus contains the main provisions of the Fund Regulations. Any person wishing to obtain a copy of the Fund Regulations and/or a copy of the Master Definitions and Framework Agreement, may request such copy from the Management Company with effect from the date of distribution of this Prospectus. Defined Terms For the purposes of this Prospectus, capitalised terms will have the meaning assigned to them in Appendix I of this Prospectus. PAR

7 TABLE OF CONTENTS SECTIONS PAGE PROCEDURE OF ISSUE AND PLACEMENT OF THE CLASS A1 NOTES SELECTION OF RECEIVABLES AND AVAILABLE INFORMATION... 5 ENTITIES ACCEPTING RESPONSIBILITY FOR THE PROSPECTUS... 9 STATUTORY AUDITORS OF THE FUND STRUCTURE DIAGRAM OF THE TRANSACTION SUMMARY OF THE TRANSACTION GENERAL DESCRIPTION OF THE FUND DESCRIPTION OF THE RELEVANT ENTITIES RISK FACTORS - SPECIAL CONSIDERATIONS PERIODS AND OPERATIONS OF THE FUND DESCRIPTION OF THE NOTES AND THE UNITS DESCRIPTION OF THE ASSETS OF THE FUND DESCRIPTION OF THE TRANSFERRED RECEIVABLES STATISTICAL INFORMATION RELATING TO THE PORTFOLIO OF RECEIVABLES HISTORICAL PERFORMANCE DATA DESCRIPTION OF THE MASTER RECEIVABLES TRANSFER AND SERVICING AGREEMENT DESCRIPTION OF THE SPECIALLY DEDICATED ACCOUNTS AGREEMENT DESCRIPTION OF NATIXIS FACTOR AND OF ITS UNDERWRITING AND MANAGEMENT PROCEDURES USE OF PROCEEDS TERMS AND CONDITIONS OF THE NOTES FRENCH TAXATION REGIME THE FUND ACCOUNTS LIMITED RECOURSE CREDIT STRUCTURE FUND CASH MANAGEMENT AND INVESTMENT RULES LIQUIDATION OF THE FUND MODIFICATIONS GOVERNING LAW SUBMISSION TO JURISDICTION GENERAL ACCOUNTING PRINCIPLES GOVERNING THE FUND FUND EXPENSES INFORMATION RELATING TO THE FUND SUBSCRIPTION AND SALE GENERAL INFORMATION INDEX OF APPENDICES APPENDIX I GLOSSARY OF DEFINED TERMS APPENDIX II CALCULATIONS PAR

8 APPENDIX III - RATINGS APPENDIX IV - PRELIMINARY RATING DOCUMENT ISSUED BY FITCH APPENDIX V - PRELIMINARY RATING DOCUMENT ISSUED BY MOODY S PAR

9 VISA BY THE AUTORITÉ DES MARCHÉS FINANCIERS En application des articles L et L du Code monétaire et financier et de son Règlement Général, notamment ses articles à et et suivants, l Autorité des Marchés Financiers a apposé le visa numéro FCT N [ ] en date du [ ] sur le Prospectus. Le Prospectus a été établi par chacun des co-fondateurs du fonds et engage la responsabilité de ses signataires. Le visa, conformément aux dispositions de l article L I du Code monétaire et financier a été attribué après que l Autorité des Marchés Financiers a vérifié si le document est complet et compréhensible, et si les informations qu il contient sont cohérentes. Il n implique ni approbation de l opportunité de opération, ni authentification des éléments comptables et financiers présentés. English translation for information purposes: Pursuant to articles L and L of the French Monetary and Financial Code and of the AMF General Regulations (Règlement general de l Autorité des Marchés Financiers), and in particular of articles to and et seq. thereof, the Prospectus has been granted by the Autorité des Marchés Financiers a visa on [ ] under number FCT N [ ]. The Prospectus has been established by each of the co-founders of the Fund and its signatories accept responsibility therefor. The visa, in accordance with the provisions of article L I of the French Monetary and Financial Code, was delivered after the Autorité des Marchés Financiers having verified if the document is complete and understandable, and if the information contained in it are consistent. It does not imply an approval of the advisability of the transaction, nor the authentification of the accounting and financial information set out herein. PAR

10 ENTITIES ACCEPTING RESPONSIBILITY FOR THE PROSPECTUS To our knowledge, the data contained in this Prospectus comply with reality: they contain all information necessary for investors to make their judgement on the rules governing the securitisation vehicle. They contain no omission likely to affect their import. Executed in Paris, on [ ]. Eurotitrisation Management Company Immeuble Les Diamants, 41 rue Délizy Pantin France Natixis Custodian 30, Avenue Pierre Mendès France Paris France By : By : PAR

11 STATUTORY AUDITORS OF THE FUND Deloitte et Associés 185 avenue Charles de Gaulle, Neuilly sur Seine Cedex, France PAR

12 PERSONNES QUI ASSUMENT LA RESPONSABILITE DE LA NOTE D OPERATION A notre connaissance, les données de la présente note d opération sont conformes à la réalité : elles comprennent toutes les informations nécessaires aux investisseurs pour fonder leur jugement sur les règles régissant organisme de titrisation. Elles ne comportent pas d omission de nature à en altérer la portée. Signé à Paris, le [ ]. Eurotitrisation Société de Gestion Immeuble Les Diamants, 41 rue Délizy Pantin France Natixis Dépositaire 30, Avenue Pierre Mendès France Paris France Représenté par : Représenté par : PAR

13 STATUTORY AUDITORS OF THE FUND Deloitte et Associés 185 avenue Charles de Gaulle, Neuilly sur Seine Cedex, France PAR

14 STRUCTURE DIAGRAM OF THE TRANSACTION PAR

15 SUMMARY OF THE TRANSACTION The attention of potential investors in the Class A1 Notes is drawn to the fact that the following section only sets out a summary of the information relating to the Fund and should be considered by reference to the detailed information provided in this Prospectus. In addition, as the nominal amount of the Class A1 Notes will be equal to EUR 100,000, the following section is not, and is not to be regarded as, a résumé within the meaning of article of the AMF General Regulations (Règlement Général de l Autorité des Marchés Financiers). Capitalised words or expressions shall have the meanings given to them in the glossary of terms in Appendix I to this Prospectus. The Fund F.C.T. F.A.S.T. is a French fonds commun de titrisation, governed by the provisions of articles L to L and Articles R to R of the French Monetary and Financial Code. The Fund will be established on the Closing Date by the Management Company and the Custodian, acting severally but not jointly (conjointement mais sans solidarité) as co-founders. In accordance with article L of the French Monetary and Financial Code, the Fund is a co-ownership entity (copropriété) of receivables which does not have a legal personality (personnalité morale). The Fund is neither subject to the provisions of the French Civil Code relating to the rules of co-ownership (indivision) nor to the provisions of articles 1871 to 1873 of the French Civil Code relating to partnerships (sociétés en participation). Purpose of the Fund The purpose of the Fund is: to purchase the Receivables from the Seller and on the terms of, and subject to, the provisions of the Master Receivables Transfer and Servicing Agreement and the Fund Regulations; and to issue the Notes and the Units in accordance with the Fund Regulations, as described in Section entitled Description of the Notes and the Units. The Management Company Eurotitrisation, a société anonyme incorporated under the laws of France with a share capital of 684,000, whose registered office is located at Immeuble Les Diamants, 41, rue Delizy, Pantin (France), registered with the Trade and Companies Registry of Bobigny under number , licensed and supervised by the Autorité des Marchés Financiers as a société de gestion of French debt mutual funds (fonds communs de créances) and authorised to create and manage French securitisation vehicles (organismes de titrisation). References in this Prospectus to the Fund are deemed to be references to the Management Company acting in the name and on behalf of the Fund and references to the Management Company in this Prospectus are deemed to be references to the Management Company acting in the name and on behalf of the Fund. The Custodian Natixis, a société anonyme with a share capital of 4,937,943,670.40, whose registered office is located at 30, Avenue Pierre Mendès France, Paris (France), registered with the Trade and Companies Registry of Paris (France) under number , licensed as a credit institution (établissement de crédit) with the status of bank (banque) by the French Credit Institutions and Investment Companies Committee (Comité des Etablissements de Crédit et des Entreprises d Investissement) (now the Autorité de Contrôle Prudentiel), will act as co-founder of the Fund and Custodian of the Assets of the Fund, under the Fund Regulations. PAR

16 The Seller and the Transferred Receivables The Seller Natixis Factor, a société anonyme with a share capital of 19,915,600, whose registered office is located at 30, Avenue Pierre Mendès France, Paris (France), registered with the Trade and Companies Registry of Paris (France) under number , licensed as a credit institution (établissement de crédit) with the status of a financial institution (société financière) by the French Credit Institutions and Investment Companies Committee (Comité des Etablissements de Crédit et des Entreprises d Investissement) (now the Autorité de Contrôle Prudentiel), will act as Seller of the Transferred Receivables under the terms of the Master Receivables Transfer and Servicing Agreement. Natixis Factor is 99.99% owned by Natixis. The Transferred Receivables The Transferred Receivables assigned to the Fund by the Seller on the Closing Date and on any Weekly Settlement Date are receivables acquired by the Seller from its Clients pursuant to the Factoring Contracts entered into with the latter and originated by such Clients against their respective Debtors. To be eligible for transfer to the Fund, a Receivable must be a receivable (VAT included) of commercial nature which: (c) (d) has been transferred to the Seller through a Qualifying Factoring Contract; has been transferred to the Seller by an Eligible Client; is due by a Qualifying Debtor; and has certain Individual Features, as set out in Section DESCRIPTION OF THE TRANSFERRED RECEIVABLES. Subject to the terms and conditions of the Master Receivables Transfer and Servicing Agreement, the Seller may offer to transfer to the Fund, on the Closing Date and on each Weekly Settlement Date during the Replenishment Period, all title to and rights in: on the Closing Date: all outstanding Eligible Receivables (including all Ancillary Rights) purchased by the Seller from its Clients on or prior to the Initial Cut-Off Date (included) in respect of the Qualifying Combinations as of the Initial Cut-Off Date (included). In terms of reporting, the Receivables offered for transfer to the Fund pursuant to this paragraph shall be listed for the first time in the IT Files transmitted by Natixis Factor, as Seller and Servicer, to the Management Company on the Initial Cut-Off Date; on each Weekly Settlement Date: all outstanding Eligible Receivables (including all Ancillary Rights) purchased by the Seller from its Clients between the penultimate Weekly Reporting Date (excluded) or, in relation to the first Weekly Settlement Date, the Initial Cut-Off Date (excluded) and the Weekly Reporting Date (included) immediately preceding that Weekly Settlement Date in respect of the Qualifying Combinations as of the Weekly Reporting Date (included) immediately preceding that Weekly Settlement Date. In terms of reporting, the Receivables offered for transfer to the Fund pursuant to this paragraph shall be listed for the first time in the IT Files transmitted by Natixis PAR

17 Factor, as Seller and Servicer, to the Management Company on the Weekly Reporting Date immediately preceding that Weekly Settlement Date; and (c) if a Stop Purchase Event has occurred, on the Weekly Settlement Date following the first Weekly Reporting Date on which that Stop Purchase Event is no longer continuing: all outstanding Eligible Receivables (including all Ancillary Rights) purchased by the Seller from its Clients between the last Weekly Reporting Date (excluded) which had preceded the date of occurrence of that Stop Purchase Event and the Weekly Reporting Date (included) immediately preceding that Weekly Settlement Date in respect of all Qualifying Combinations as of the Weekly Reporting Date (included) immediately preceding that Weekly Settlement Date. In terms of reporting, the Receivables offered for transfer to the Fund pursuant to this paragraph shall be listed for the first time in the IT Files transmitted by Natixis Factor, as Seller and Servicer, to the Management Company on the Weekly Reporting Date immediately preceding that Weekly Settlement Date, provided that the Seller has undertaken that, once it has transferred any Eligible Receivable arising in respect of a given Identified Qualifying Combinations to the Fund on the Closing Date or a given Weekly Settlement Date and as long as the Fund is holding a Receivable of such Identified Qualifying Combinations, it shall transfer, on each and every following Weekly Settlement Dates, all Eligible Receivables (including all Ancillary Rights) in respect of the same Identified Qualifying Combinations, in accordance with the above. A Qualifying Combination is, as of any date, the combination formed by an Eligible Client and a Qualifying Debtor owing a Receivable to that Eligible Client on such date. An Identified Qualifying Combination is, as of the Initial Cut-Off Date or a Weekly Reporting Date, a Qualifying Combination in respect of which all Required Information have been provided by Natixis Factor to the Fund in the IT Files transmitted by Natixis Factor, as Seller and Servicer, to the Management Company on or prior to the relevant date, as long as the Transferred Receivables relating to the relevant Qualifying Combination have not been the subject of a repurchase in whole pursuant to the Master Receivables Transfer and Servicing Agreement. As of close of business on 31 October 2012, the aggregate Outstanding Balance of Eligible Receivables is approximately EUR 1,378, 7 million and the monthly Transferred Receivables amount is approximately EUR million. Consequently, the daily sales outstanding (expressed in days) which is the Outstanding Balance of Eligible Receivables divided by the monthly Transferred Receivables and multiplied by 30 is Purchase Price The Purchase Price of any Transferred Receivable transferred by the Seller to the Fund on the Closing Date and on any Weekly Settlement Date during the Replenishment Period shall be equal to the Outstanding Balance (VAT included) of such Transferred Receivable as of the Initial Cut-Off Date (in respect of the Closing Date) or the immediately preceding Weekly Information Date (in respect of any Weekly Settlement Date) and shall be due and payable by the Fund to the Seller on the Closing Date or that Weekly Settlement Date, as applicable, and be paid by the Fund to the Seller in accordance with and subject to the provisions of the Master Receivables Transfer and Servicing Agreement (see Section DESCRIPTION OF THE MASTER RECEIVABLES TRANSFER AND PAR

18 SERVICING AGREEMENT Purchase Price and Other Payments ). Repurchase of Transferred Receivables During the Replenishment Period and the Amortisation Period, the Seller will have the right to repurchase from the Fund Transferred Receivables which Natixis Factor has to repurchase in order to apply its usual management and risk procedures, which can happen, amongst others, in the following cases: (i) (ii) (iii) (iv) (v) (vi) (vii) a Debtor pays a Transferred Receivables to the relevant Client instead of paying directly Natixis Factor and the Client does not retransfer such amount into the Specially Dedicated Account within 5 calendar days; in respect of an Identified Qualifying Combination, a dispute between a Debtor and a Client arises and remains unsolved after 30 calendar days; under a non-recourse full Factoring Contract, a Transferred Receivable whose Outstanding Balance is greater than EUR 1,000 and which exceeds the amount credit insured by Natixis Factor with respect to the relevant Identified Qualifying Combination, becomes past due for more than 30 calendar days; under an in-house Factoring Contract, a Transferred Receivable becomes past due for more than the lowest between (i) the number of days defined in the Factoring Contract Specific Conditions of the relevant Client and (ii) 60 calendar days; under a recourse Factoring Contract, a Transferred Receivables becomes past due for more than 60 calendar days; all the outstanding Transferred Receivables relating to one Client must be repurchased in whole due to the termination of the relevant Factoring Agreement; and all the outstanding Transferred Receivables relating to one Identified Qualifying Combination must be repurchased following the request of the relevant Client to repurchase from the Seller all Transferred Receivables owed by the relevant Debtor in order to exercise its rights thereunder. On any Weekly Settlement Date, the Seller shall repurchase from the Fund: (i) (ii) the Transferred Receivables which have become Defaulted Receivables on or prior to the Weekly Reporting Date (included) preceding such Weekly Settlement Date; and the Transferred Receivables whose Debtors have become the object of an Insolvency Proceedings on or prior to the Weekly Reporting Date (included) preceding such Weekly Settlement Date. (c) The Seller shall have the right to request to purchase from the Fund all the outstanding Transferred Receivables in whole, but not in part, within a single transaction during the Amortisation Period, on any Weekly PAR

19 Settlement Date immediately preceding a Monthly Distribution Date. See Section DESCRIPTION OF THE MASTER RECEIVABLES TRANSFER AND SERVICING AGREEMENT Repurchase of Transferred Receivables. Rescission The transfer of the Receivables to the Fund may also be subject to a rescission if a Party becomes aware that any Transferred Receivable was not satisfying any of the Eligibility Criteria on the Closing Date and the corresponding Weekly Settlement Date, as set out in the Section DESCRIPTION OF THE MASTER RECEIVABLES TRANSFER AND SERVICING AGREEMENT Remedies. The Servicer Natixis Factor will act as Servicer of the Transferred Receivables under the terms of the Master Receivables Transfer and Servicing Agreement. During the term of its appointment under the Master Receivables Transfer and Servicing Agreement, the Servicer shall, subject to the terms and conditions of the Master Receivables Transfer and Servicing Agreement, have the full power, authority and right to do or cause to be done any and all things which it reasonably considers necessary, desirable or convenient for, or incidental to the performance of its duties, but always subject to compliance with the Servicing Procedures and provide that no action shall be taken which affects the Fund s rights under the Transaction Documents. At any time after the occurrence of a Notification Event: (c) within 30 (thirty) Business Days and at any time thereafter, the Management Company shall be entitled to terminate the appointment of the Servicer by notifying such termination in writing by the way of a registered letter with acknowledgement of receipt to the Servicer provided that this termination shall be automatically (de plein droit) effective as from the date of such notification, provided that it has appointed substitute servicer in accordance with, and subject to, the provisions of the Master Receivables Transfer and Servicing Agreement; the Management Company shall be entitled to substitute any other entity to the Servicer, in accordance with, and subject to, the provisions of the Master Receivables Transfer and Servicing Agreement; and the Management Company and/or the entity appointed by the Management Company to that purpose, may serve, in accordance with any means deemed appropriate by the Management Company and/or the entity appointed by the Management Company, Notices of Transfer in accordance with the provisions of the Master Receivables Transfer and Servicing Agreement. A Notification Event shall occur if: (c) an Insolvency Event occurs in respect of the Seller or the Parent Company; Natixis Factor (in any capacity whatsoever) fails to pay in due time any amount it owes to the Fund unless such failure is due to an administrative error or a technical constraint and such failure is remedied within 2 (two) Business Days; or Natixis Factor fails to deliver the IT Files on any Weekly Reporting Date unless such failure is due to an administrative error or a technical constraint and such failure is remedied within 2 (two) Business Days PAR

20 from such Weekly Reporting Date. Under the Master Receivables Transfer and Servicing Agreement, the Servicer has undertaken, if, at any time, Natixis ceases to be an Eligible Bank, to constitute, within 30 (thirty) Business Days, and maintain (until such time when Natixis becomes an Eligible Bank again, as the case may be) a cash reserve in favour of the Fund, in such form and amount as are necessary to protect the Fund against the risk of commingling arising in respect of the Transferred Receivables paid by way of checks, or procure that the Fund be protected against such risk by any other suitable means. The Specially Dedicated Account Bank Natixis will act as Specially Dedicated Account Bank under the terms of the Specially Dedicated Accounts Agreement. In accordance with articles L and D of the French Monetary and Financial Code and pursuant to the terms of the Specially Dedicated Accounts Agreement, the Servicer has specially dedicated (compte spécialement affecté) to the benefit of the Fund two bank accounts held with the Specially Dedicated Account Bank. Credits Pursuant to the Master Receivables Transfer and Servicing Agreement, the Servicer shall in an efficient and timely manner, collect, transfer and credit directly or indirectly to the Specially Dedicated Accounts, all Collections received in respect of the Transferred Receivables, provided that the Servicer has undertaken vis-à-vis the Fund: that all amounts paid by Debtors (other than by checks) shall be directly credited to the Main Specially Dedicated Account without transiting via any other account of the Servicer; and that all amounts paid by Debtors by way of checks shall be directly credited to the Checks Specially Dedicated Account without transiting via any other account of the Servicer. Debits All the debit instructions relating to the operation of any of the Specially Dedicated Accounts can be given by the Servicer for so long as the Specially Dedicated Account Bank has not received a Notification of Control. Immediately upon receipt of a Notification of Control from the Management Company: the Servicer shall cease to be entitled to give any instructions to the Specially Dedicated Account Bank, the Management Company (or any person designated by it) only having such right; any instruction relating to the debit of the Specially Dedicated Accounts given by the Servicer shall be deemed null and void; the Specially Dedicated Account Bank has undertaken to refuse to conform with such instruction given by the Servicer including as the case may be, any instruction given by the Servicer prior to the receipt of the Notification of Control but not yet implemented except where such instruction consists in a transfer order to the General Account; pursuant to the provisions of article D of the French Monetary and Financial Code, the Specially Dedicated Account Bank shall comply with the sole instructions given by the Management Company (or of any persons designated by it) in respect of the operations of each of the PAR