Obligation BNP Paribas SA 3.1% ( BE6306184209 ) en NZD

BNP Paribas SA

100 % ▼

Belgique

BE6306184209 ( en NZD )

3.1% par an ( paiement annuel )

13/09/2021 - Obligation échue

Prospectus brochure de l'obligation BNP Paribas BE6306184209 en NZD 3.1%, échue

2 000 NZD

24 722 000 NZD

BNP Paribas est une banque internationale française, l'une des plus grandes d'Europe, offrant une large gamme de services financiers aux particuliers, entreprises et institutions.

L'Obligation émise par BNP Paribas SA ( Belgique ) , en NZD, avec le code ISIN BE6306184209, paye un coupon de 3.1% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 13/09/2021

Base Prospectus

BNP PARIBAS FORTIS SA/NV
(INCORPORATED AS A PUBLIC COMPANY WITH LIMITED LIABILITY (SOCIÉTÉ
ANONYME/NAAMLOZE VENNOOTSCHAP) UNDER THE LAWS OF BELGIUM, ENTERPRISE
NO. 0403.199.702, REGISTER OF LEGAL ENTITIES OF BRUSSELS - LEGAL ENTITY
IDENTIFIER: KGCEPHLVVKVRZYO1T647)
AND

BNP PARIBAS FORTIS FUNDING
(INCORPORATED AS A SOCIÉTÉ ANONYME UNDER THE LAWS OF THE GRAND DUCHY
OF LUXEMBOURG
REGISTERED WITH THE REGISTRY OF COMMERCE AND COMPANIES OF LUXEMBOURG
UNDER NO. B24784 - LEGAL ENTITY IDENTIFIER: 549300J2UEC8CUFW6083)
UNCONDITIONALLY AND IRREVOCABLY GUARANTEED BY
BNP PARIBAS FORTIS SA/NV
Euro Medium Term Note Programme

Arranger and Dealer for the Programme
BNP PARIBAS FORTIS SA/NV
This Base Prospectus is dated 6 June 2018
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ABOUT THIS BASE PROSPECTUS
The following applies to Non-exempt Notes only.
What is this document?
This document (the "Base Prospectus") describes a programme for the issue of debt securities named the Euro
Medium Term Note Programme (the "Programme") under which BNP Paribas Fortis SA/NV ("BNPPF") and
BNP Paribas Fortis Funding ("BP2F" and together with BNPPF, the "Issuers" and each an "Issuer") may,
from time to time, issue notes (the "Notes").
This Base Prospectus has been published by BP2F and BNPPF to allow them to offer Notes to the public in
certain jurisdictions in Europe and/or to list Notes on a EU regulated market. As more fully described below,
the content of this Base Prospectus is subject to the Prospectus Directive 2003/71/EU (as amended) and any
relevant implementing measure applied in a relevant Member State.
The Notes will be issued on an ongoing basiins and in series (each a "Series") each comprised of tranche(s)
(each a "Tranche") of Notes (a) that are expressed to be consolidated and form a single series and (b) that
have either the same terms and conditions or terms and conditions that are the same in all respects apart from
the amount and date of the first interest payment and the date from which interest starts to accrue. The Issuers
will offer Notes through BNP Paribas Fortis SA/NV (as a Dealer). Additional dealers may be appointed under
the Programme from time to time, for a specific Tranche of Notes or on an ongoing basis. The details of the
relevant Dealer(s) relating to a specific Tranche of Notes will be given in the relevant Final Terms (as defined
below). For further details, see the section entitled "Plan of Distribution" starting on page 166. The terms and
conditions of the Notes (including the issue price, specified currency and the denomination) will be as agreed
between the relevant Issuer and the relevant Dealer(s).
Notes issued by BP2F will be guaranteed on a subordinated or unsubordinated basis by BNP Paribas Fortis
SA/NV (the "Guarantor").
You should read and understand fully the contents of this Base Prospectus, including any documents
incorporated by reference, together with the applicable Final Terms before deciding whether to invest in any
Notes. This document contains important information about the Issuers, the Guarantor and the terms of the
Notes and the Guarantees. It also describes some of the risks relating to the Issuers and the Guarantor and their
businesses, as well as other risks relating to an investment in the Notes (as further described in the section
entitled "Risk Factors" starting on page 62) and is intended to provide investors with the information necessary
to enable them to make an informed investment decision before purchasing any Notes.
This Base Prospectus is valid for one year from the date hereof and may be supplemented occasionally to
reflect any significant new factor, material mistake or inaccuracy relating to the information included in it.
What type of Notes does this Base Prospectus relate to?
This Base Prospectus relates to the issue of different types of Notes:
1.
Senior Notes, which constitute direct, unconditional, unsubordinated and unsecured obligations of the
relevant Issuer;
2.
Senior Subordinated Notes, which constitute senior subordinated obligations of the relevant Issuer;
3.
Junior Subordinated Notes, which constitute direct, unsecured and junior subordinated obligations of
the relevant Issuer. In the case of Junior Subordinated Notes (as defined in the Conditions) issued by
BP2F only, payments of principal and interest are conditional upon the Guarantor being solvent at the
time of payment and in the event of the winding-up of BP2F, the Guarantor shall become the principal
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debtor and the holders of the relevant Notes shall cease to have any rights or claims against BP2F, as
more fully described in the section entitled "Terms and Conditions of the Notes Status and
Guarantee" and "Terms and Conditions of the Notes Events of Default"; and
4.
Subordinated Tier 2 Notes, which constitute direct, unconditional and unsecured obligations of the
relevant Issuer.
Any such issue of Notes may be:
1.
Fixed Rate Notes, on which the relevant Issuer will pay interest at a fixed rate;
2.
Floating Rate Notes, on which the relevant Issuer will pay interest at a floating rate;
3.
Zero Coupon Notes, which are issued at a discount and which do not pay interest;
4.
Variable Rate Notes, interest in respect of which is linked to the performance of one or more indices,
currency exchange rates, underlying reference rates or formulae;
5.
Fixed Redemption Amount Notes, which are redeemable at par or at a premium or discount to par; or
6.
Variable Redemption Amount Notes, the redemption amounts in respect of which are linked to the
performance of one or more indices, currency exchange rates, underlying reference rates or formulae.
Notes may also be issued which are a combination of these options.
How do I use this Base Prospectus?
The Prospectus Directive requires that the Base Prospectus contains all information which is necessary to
enable investors to make an informed decision regarding (a) the financial position and prospects of the Issuers
and (where applicable) the Guarantor and (b) the rights attaching generally to Notes issued under the
Programme. The information in the Base Prospectus is completed, in respect of a particular Tranche of Non-
exempt Notes, by a Final Terms document (as defined below) setting out details specific to that Tranche. A
Summary of the terms of the relevant Tranche (based on the form of the Summary set out in this Base
Prospectus) will be attached to the relevant Final Terms where the Notes have a denomination of less than
EUR100,000 (or the equivalent in any other currency). Information in the Base Prospectus is completed,
supplemented, modified or replaced, in respect of a particular issue of Exempt Notes, by a Pricing Supplement
document (as defined below) that sets out details specific to that Tranche. References in this Base Prospectus
to Pricing Supplements do not apply and may be disregarded in relation to Non-exempt Notes.
The contractual terms of a particular Tranche of Notes will comprise the terms and conditions set out under
the heading "Terms and Conditions of the Notes" starting on page 214 of this Base Prospectus (the
"Conditions"), the provisions of any Global Note as set out under the heading "Summary of Provisions
Relating to Global Notes and Certain Provisions with Respect to Dematerialised Notes" starting on page 327
of this Base Prospectus, as completed by the applicable Final Terms or Pricing Supplement (the Conditions,
the provisions of any relevant Global Note together with the relevant Final Terms, the "Terms and
Conditions").
This Base Prospectus includes information that is relevant to all types of Notes that may be issued under the
Programme. However, some of the sections only relate to particular types of Notes, as indicated therein, and
the Conditions set out in the Base Prospectus comprise numbered provisions including generic provisions that
are applicable to Notes generally and optional provisions which apply only to specific types of Notes, as
specified in the applicable Final Terms.
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Part 1 of the Conditions:
The following provisions within Part 1 of the Conditions (together with the introductory paragraphs which
appear before Condition 1) apply to Notes generally:
Condition 8 (Prescription)
Condition 10 (Meeting of Noteholders, Modifications, Substitution, Waivers)
Condition 11 (Replacement of Notes, Receipts, Coupons and Talons)
Condition 12 (Further Issues)
Condition 14 (Currency Indemnity)
Condition 15 (Rounding)
Condition 16 (Governing Law and Jurisdiction)
The following Conditions contain provisions which may apply to Notes generally but also contain certain
optional provisions that will only apply to certain issues of Notes depending on, for example, the type of the
Notes, the entity that will issue the Notes (BP2F or BNPPF) and the subordination level of the Notes:
Condition 1 (Form, Denomination and Title): examples of provisions in this Condition which only apply in
certain circumstances include: provisions which relate to Bearer Notes, Registered Notes, Exchangeable Notes
and to Dematerialised Notes
Condition 2 (Exchanges of Bearer Notes and Transfers of Registered Notes): examples of provisions in this
Condition which only apply in certain circumstances include: provisions which relate separately to Bearer
Notes and Registered Notes
Condition 3 (Status and Guarantee): examples of provisions in this Condition which only apply in certain
circumstances include: provisions which relate separately to Senior Notes, Senior Subordinated Notes, Junior
Subordinated Notes, Subordinated Tier 2 Notes and to the related guarantees
Condition 4 (Interest): examples of provisions in this Condition which only apply in certain circumstances
include: provisions which relate separately to Fixed Rate Notes, Floating Rate Notes, Zero Coupon Notes,
Inflation Index-Linked Interest Notes, Foreign Exchange (FX) Rate-Linked Interest Notes and Underlying
Interest Rate-Linked Interest Notes and to Dual Currency Interest Notes
Condition 5 (Redemption, Purchase and Options): examples of provisions in this Condition which only apply
in certain circumstances include: provisions which relate separately to early redemption of Zero Coupon Notes,
Notes which provide for redemption at the option of the relevant Issuer, Notes which provide for redemption
at the option of the Noteholders, Notes which provide for redemption by instalments and Dual Currency
Redemption Notes
Condition 6 (Payments and Talons): examples of provisions in this Condition which only apply in certain
circumstances include: provisions which relate separately to Bearer Notes, Dematerialised Notes and
Registered Notes and to FX Disruption Events relating to Dual Currency Notes or to FX Settlement Disruption
Events relating to Notes, the Settlement Currency in relation to which is one of certain designated Relevant
Currencies
Condition 7 (Taxation): examples of provisions in this Condition which only apply in certain circumstances
include: provisions which relate separately to Notes issued by BP2F or BNPPF and this Condition may be
specified in the applicable Final Terms as not applying
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Condition 9 (Events of Default): examples of provisions in this Condition which only apply in certain
circumstances include: provisions which relate separately to Senior Notes, Senior Subordinated Notes, Junior
Subordinated Notes and Subordinated Tier 2 Notes
Condition 13 (Notices): examples of provisions in this Condition which only apply in certain circumstances
include: provisions which relate separately to Dematerialised Notes and Notes admitted to listing, trading
and/or quotation
Other Parts of the Conditions:
Part 1 of the Conditions should be read together with the following other Part(s) of the Conditions depending
on the structure of the Notes:
Part 2 (Additional Terms and Conditions for Payouts) containing the relevant formula or formulae to be used
to determine the relevant interest amount(s) and/or the redemption amount of the Notes
Part 3 (Additional Terms and Conditions for Inflation Index-Linked Notes) containing additional provisions
which are relevant where the interest amount(s) and/or the redemption amount of the Notes is/are linked to the
performance of an underlying inflation index
Part 4 (Additional Terms and Conditions for Foreign Exchange (FX) Rate-Linked Notes) containing additional
provisions which are relevant where the interest amount(s) and/or the redemption amount of the Notes is/are
linked to the performance of an underlying foreign exchange rate
Part 5 (Additional Terms and Conditions for Underlying Interest Rate-Linked Notes) containing additional
provisions which are relevant where the interest amount(s) and/or the redemption amount of the Notes is/are
linked to the performance of an underlying interest rate
Investors should also refer to the table of contents (starting on page 14) listing and describing the sections of
this Base Prospectus which contains a description of each such section.
What other documents should I read?
The Base Prospectus, together with the relevant Final Terms, contains all information which is necessary to
enable investors to make an informed decision regarding the financial position and prospects of the Issuers
and (where applicable) the Guarantor and the rights attaching to the Notes. Some of this information (such as
the latest publicly available information relating to the Issuers and the Guarantor) is incorporated by reference
into the Base Prospectus and some of this information is completed in the relevant Final Terms.
You should read and understand fully the contents of this Base Prospectus, including any documents
incorporated by reference, together with the applicable Final Terms before deciding whether to invest in any
Notes.
The Base Prospectus, together with any supplements thereto, and the Final Terms of any Tranches admitted to
listing, trading and/or quotation by any competent authority, stock exchange and/or quotation system and
issued under the Base Prospectus will be available (a) in the case of Notes listed on the official list and admitted
to trading on the Luxembourg Stock Exchange, on the website of the Luxembourg Stock Exchange,
www.bourse.lu, and (b) in the case of Notes listed on the official list and admitted to trading on the
Luxembourg Regulated Market, the Brussels Regulated Market and/or the Amsterdam Regulated Market, the
applicable Final Terms will be published at www.bnpparibasfortis.be. Additionally, the Base Prospectus,
together with any supplements thereto, will be available at www.bp2f.lu and the following documents will be
available for inspection during usual business hours at the registered offices of the Issuers and the Guarantor
and the agents (as further described under "General Information" starting on page 204):
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(a)
the Agency Agreement;
(b)
each Clearing Agreement;
(c)
the Programme Agreement;
(d)
the Deed of Covenant;
(e)
the Memorandum and Articles of Association of the Issuers and the Guarantor;
(f)
the latest audited financial statements of BNPPF and the latest audited annual accounts of BP2F, for
the years ended 31 December 2016 and 2017 together with the explanatory notes and auditors' reports;
(g)
the Final Terms relating to any Notes; and
(h)
a copy of this Base Prospectus or any further Base Prospectus together with any supplement thereto.
See the section entitled "General Information" for a description of each of the Programme Documents.
What information is included in the Final Terms?
While this Base Prospectus includes general information about all Notes, the Final Terms is the document that
sets out the specific details of each particular Tranche of Notes.
Each Final Terms will contain, amongst other things, the following information in respect of the Tranche of
Notes to which it relates:
(a)
the issue date;
(b)
the specified currency and the issue price;
(c)
whether any applicable guarantee is subordinated or unsubordinated and whether the Notes will be
subordinated Notes or not;
(d)
the maturity date (if any);
(e)
where applicable, the interest basis and all relevant information required to calculate interest amounts
(including interest payment dates) and the redemption amounts or the basis for calculating redemption
amounts;
(f)
whether the Notes are redeemable prior to their stated maturity at the option of the Issuer or the
Guarantor and/or the holders and the terms relating thereto;
(g)
whether or not the Notes will be admitted to listing, trading and/or quotation by a competent authority
stock exchange, and/or quotation system and, if so, the identity of the relevant competent authority,
stock exchange and/or quotation system;
(h)
details of any Calculation Agent; and
(i)
any other information needed to complete the Conditions.
Wherever the Conditions provide optional provisions, the Final Terms will specify which of those provisions
apply to a specific issue of Notes.
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Is any part of the Base Prospectus only relevant to particular types of Notes?
This Base Prospectus includes information that is relevant to all types of Notes that may be issued under the
Programme. However, some of the sections only relate to particular types of Notes.
The information under the heading "Restrictions and Conditions for the use of this Base Prospectus" starting
on page 157 of the Base Prospectus only applies to Notes with a denomination of less than EUR 100,000 (or
its equivalent in any other currency) which may be placed or otherwise offered by financial intermediaries,
subject to the conditions described therein.
Certain other information in the Base Prospectus applies to Exempt Notes (being Notes for which no
prospectus is required to be published under the Prospectus Directive) and/or Non-exempt Notes (which are
Notes for which a prospectus is required to be published under the Prospectus Directive), in each case as further
described below, as specified in the relevant section of the Base Prospectus.
As described above, certain of the Conditions provide optional provisions that will only apply to some of the
issues of Notes. The relevant Final Terms will specify which optional provisions within the Conditions will
apply to a specific issue of Notes.
What if I have further queries relating to this Base Prospectus and the Notes?
If you have any questions about the content of this Base Prospectus, you should seek professional advice from
a broker, solicitor, accountant or an independent financial adviser before deciding whether to invest.
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The following applies to all issues of Notes.
The Base Prospectus
This document is a Base Prospectus that has been prepared for the Programme. It comprises two base
prospectuses, the BNPPF Base Prospectus and the BP2F Base Prospectus. Both are defined below and each,
as periodically revised, supplemented or amended by the Issuers and/or the Guarantor, constitutes a base
prospectus for the purposes of Article 5.4 of the Prospectus Directive. Therefore, Notes issued under the
Programme may be offered to the public or/and admitted to trading on a regulated market, subject to the
relevant implementing measures of the Prospectus Directive in the relevant Member State (as defined below).
The term "regulated market" used in this document means a regulated market as defined in the Markets in
Financial Instruments Directive (as amended) (Directive 2014/65/EU). When used in this Base Prospectus,
"Prospectus Directive" means Directive 2003/71/EU (as amended, including by Directive 2010/73/EU) and
includes any relevant implementing measure in a relevant Member State.
The BNPPF base prospectus (the "BNPPF Base Prospectus") consists of this Base Prospectus except for:
(a)
the information in the sections entitled "Description of BNP Paribas
Fortis Funding SA/NV" and "Description of the Guarantee"; and
(b)
BP2F's audited annual accounts for the financial years ended 31 December 2016 and 31 December
2017 and the cash flow statements for the financial years ended 31 December 2016 and 31 December
2017 (as incorporated by reference at paragraphs 2, and of the section entitled "Information
Incorporated by Reference in this Base Prospectus").
The BP2F base prospectus (the "BP2F Base Prospectus") consists of this Base Prospectus.
Any Notes issued under the Programme are issued subject to the provisions below. This does not affect any
Notes already issued or any Notes issued after the date of this Base Prospectus and forming a single Series
with Notes issued before that date. This Base Prospectus should be read in conjunction with any supplement
to this Base Prospectus and any other documents or information incorporated by reference in it (see
"Information Incorporated by Reference in this Base Prospectus") 3, 4, 5 and 6 and must be read and construed
together with the relevant Final Terms, as described below.
Approval of the Base Prospectus, offers to the public and listing
This Base Prospectus has been approved by the Luxembourg Commission de Surveillance du Secteur
Financier (the "CSSF") as a base prospectus issued in compliance with the Prospectus Directive, the
Luxembourg Law dated 10 July 2005 on prospectuses for securities, as amended (the "Prospectus Act 2005")
and any other relevant implementing legislation in Luxembourg, for the purpose of giving information about
the issue of Notes ("Non-exempt Notes") under the Programme during the twelve-month period after the date
of approval of this Base Prospectus.
The CSSF is the Luxembourg competent authority for the purposes of the Prospectus Directive. The CSSF
assumes no responsibility for the economic and financial soundness of the transactions contemplated by this
Base Prospectus or the quality or solvency of the Issuers or the Guarantor in accordance with Article 7(7) of
the Prospectus Act 2005. The CSSF has neither reviewed nor approved any information in this Base
Prospectus pertaining to Notes admitted to trading on the multilateral trading facilities of the Euro MTF (as
defined below).
The CSSF has been asked to provide the Belgian Financial Services and Markets Authority (the "Belgian
FSMA"), the Dutch Autoriteit Financiële Markten ("AFM") and the French Autorité des marchés financiers
("AMF") (in their respective capacities as the relevant host Member States' competent authority for the
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purposes of the Prospectus Directive) with a certificate of approval attesting that the Base Prospectus has
been drawn up in accordance with the Prospectus Directive for the purposes of the offer and admission to
trading on a regulated market of Non-exempt Notes in those Member States. The CSSF may be asked
occasionally to provide certificates of approval attesting that the Base Prospectus has been drawn up in
accordance with the Prospectus Directive to the competent authorities of other Member States.
Because this Base Prospectus has been approved as a Base Prospectus and published as provided below, Non-
exempt Notes issued under the Programme pursuant to this Base Prospectus may be offered to the public, in
accordance with the requirements of the Prospectus Directive.
Application has been made to the Luxembourg Stock Exchange for Notes issued under the Programme to be
admitted to listing on the official list (the "Official List") and to trading on the regulated market of the
Luxembourg Stock Exchange (Bourse de Luxembourg) (the "Luxembourg Regulated Market"). Application
may also be made for Notes issued under the Programme to be admitted to trading on the regulated market of
Euronext Amsterdam (the "Amsterdam Regulated Market") and the regulated market of Euronext Brussels
(the "Brussels Regulated Market"), in each case under the Prospectus Directive during the twelve-month
period after the date of approval of this Base Prospectus. The Luxembourg Regulated Market, the Amsterdam
Regulated Market and the Brussels Regulated Market are each a regulated market for the purposes of
Directive 2014/65/EU. Application may also be made for Notes issued under the Programme to be admitted
to trading on other regulated markets.
The requirement for a prospectus to be approved and published in accordance with the Prospectus Directive
applies only to Notes that are to be admitted to trading on a regulated market in the European Economic Area
(the "EEA") and/or that are to be offered to the public in the EEA other than in circumstances where an
exemption is available under Article 3.2 of the Prospectus Directive. References in this Base Prospectus to
"Exempt Notes" are to Notes for which no prospectus is required to be published under the Prospectus
Directive. The CSSF has neither approved nor reviewed information contained in this Base Prospectus in
connection with Exempt Notes.
Application has been made to the Luxembourg Stock Exchange for the approval of this Base Prospectus with
respect to Exempt Notes as a base prospectus for the purposes of Part IV of the Prospectus Act 2005.
Application has also been made to the Luxembourg Stock Exchange for Notes (including Exempt Notes) issued
under the Programme to be admitted to the Official List and admitted to trading on the Euro MTF Market of
the Luxembourg Stock Exchange (the "Euro MTF") during the twelve-month after the date of approval of this
Base Prospectus. The Euro MTF is not a regulated market for the purposes of Directive 2014/65/EU.
Under the Programme, Notes may be issued on the basis that they will not be admitted to listing, trading
and/or quotation by any competent authority, stock exchange and/or quotation system or on the basis that they
will be admitted to listing, trading and/or quotation by any other listing authorities, stock exchanges and/or
quotation systems agreed with the Issuers.
References in this Base Prospectus to Notes being "listed" (and all related references) mean that the relevant
Notes have been admitted to trading on the Luxembourg Regulated Market, the Amsterdam Regulated Market,
the Brussels Regulated Market and/or the EuroMTF, as specified in the relevant Final Terms (as defined
below).
About the Notes
The specific terms of each Tranche of Non-exempt Notes will be set out in a final terms document which will
be completed at the time of the agreement to issue each Tranche of Notes and which will constitute final terms
for the purposes of Article 5.4 of the Prospectus Directive (the "Final Terms"). Each Final Terms will be filed
with the CSSF and copies of Final Terms relating to Notes to be listed on the Luxembourg Stock Exchange
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will also be published on that exchange's website (www.bourse.lu). If any of the terms relating to an issue of
Notes constitute a "significant new factor" relating to the information contained in this Base Prospectus, either
(i) a supplement to the Base Prospectus setting out the relevant terms will be submitted for approval or (ii)
those terms, together with all the other necessary information in relating to the relevant series of Notes, will
be set out in a prospectus relating to the relevant Notes (a "Drawdown Prospectus") which will be drafted as
a single document and will incorporate by reference any relevant parts of this Base Prospectus.
The specific terms of each Tranche of Exempt Notes will be set out in a pricing supplement document (the
"Pricing Supplement"). In respect of Exempt Notes to be admitted to trading on the Euro MTF, the applicable
Pricing Supplement will be delivered to the Luxembourg Stock Exchange on or before the date of issue of the
Exempt Notes of the relevant Tranche and published on the website of the Luxembourg Stock Exchange
(www.bourse.lu). Copies of Pricing Supplements will be available from the specified office of the Principal
Paying Agent (subject as provided in paragraph 8 of "General Information", starting on page 204).
Any reference in this Base Prospectus to "Final Terms", "relevant Final Terms" or "applicable Final Terms"
will be deemed to include a reference to "Pricing Supplement", "relevant Pricing Supplement" or "applicable
Pricing Supplement" in relation to Exempt Notes, to the extent applicable.
Distribution of the Notes
The Issuers will offer Notes through BNP Paribas Fortis SA/NV (the "Dealer", which expression shall include
any additional dealers appointed under this Programme from time to time, either for a specific Tranche of
Notes or on an ongoing basis). An issue of Notes may also be underwritten by two or more Dealers on a
several basis only or on a joint and several basis. Details of the Dealer(s) in relation to each Tranche will be
set out in the relevant Final Terms. For further details, please refer to the section entitled "Plan of
Distribution" starting on page 166.
In relation to an offer of Non-exempt Notes, each of the Issuers and the Guarantor accepts responsibility for
the content of this Base Prospectus only in relation to investors who purchase such Notes in an offer made by
a Dealer or an Authorised Offeror (as defined below), subject to certain conditions. The price at which the
relevant Notes are offered will be agreed between the relevant investor and the Dealer or Authorised Offeror
that makes the offer. Any offer of Non-exempt Notes made without the consent of the relevant Issuer is
unauthorised and you should check with the relevant offeror whether anyone is responsible for this Base
Prospectus in relation to the relevant offer. You should take legal advice if you are in any doubt about whether
you can rely on this Base Prospectus and/or about who is responsible for its contents.
Notes issued under the Programme and the relevant Guarantees have not been and will not be registered
under the United States Securities Act of 1933, as amended (the "Securities Act") and may be Notes in bearer
form that are subject to U.S. tax law requirements. Subject to certain exceptions, Notes may not be offered,
sold or delivered within the United States to, or for the account or benefit of, U.S. persons, as defined in
Regulation S under the Securities Act. Notes and the relevant Guarantees will be offered to persons other than
U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act.
Responsibility Statement
This Base Prospectus has been prepared in order to give information about the Issuers, the Guarantor, their
respective subsidiaries (if any) and the Notes.
Each of the Issuers and the Guarantor accepts responsibility for the information contained in this Base
Prospectus and the relevant Issuer accepts responsibility for the information contained in the Final Terms for
each Tranche of Notes issued under the Programme. To the best of the knowledge of each Issuer and the
Guarantor (each having taken all reasonable care to ensure that such is the case) the information contained
in this Base Prospectus is in accordance with the facts and contains no omission likely to affect its import.
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