Obligation BNP Paribas SA 0% ( XS2123764420 ) en EUR

Société émettrice BNP Paribas SA
Prix sur le marché 100 %  ⇌ 
Pays  Pays-bas
Code ISIN  XS2123764420 ( en EUR )
Coupon 0%
Echéance 18/12/2025 - Obligation échue



Prospectus brochure de l'obligation BNP Paribas XS2123764420 en EUR 0%, échue


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Description détaillée 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 ( Pays-bas ) , en EUR, avec le code ISIN XS2123764420, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 18/12/2025








BASE PROSPECTUS
DATED 2 JUNE 2020


BNP Paribas Issuance B.V.
(incorporated in The Netherlands)
(as Issuer)
BNP Paribas
(incorporated in France)
(as Issuer and Guarantor)
Base Prospectus for the issue of Warrants

This document (the "Base Prospectus") constitutes a base prospectus in respect of Warrants issued under the
Note, Warrant and Certificate Programme of BNP Paribas Issuance B.V. ("BNPP B.V."), BNP Paribas
("BNPP") and BNP Paribas Fortis Funding ("BP2F") (the "Programme"). Any Securities (as defined below)
issued on or after the date of this Base Prospectus are issued subject to the provisions herein. This does not
affect any Securities issued before the date of this Base Prospectus.
This Base Prospectus constitutes a base prospectus for the purposes of Article 8 of the Prospectus Regulation.
"Prospectus Regulation" means Regulation (EU) 2017/1129 of 14 June 2017. This Base Prospectus received
approval no. 20-232 on 2 June 2020 from the Autorité des marchés financiers (the "AMF") and will be valid
for a period of one year following the date of its approval by the AMF. The obligation to supplement this Base
Prospectus in the event of a significant new factor, material mistake or material inaccuracy does not apply
when this Base Prospectus is no longer valid.
This Base Prospectus has been approved as a base prospectus by the AMF in France as competent authority
under the Prospectus Regulation. The AMF only approves this Base Prospectus as meeting the standards of
completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Approval by the
AMF should not be considered as an endorsement of the Issuers or the Guarantor or of the quality of the
Securities. Investors should make their own assessment as to the suitability of investing in the Securities.
Upon such approval, application may be made for securities issued under the Programme during a period of
12 months from the date of this Base Prospectus to be listed and/or admitted to trading on Euronext Paris
and/or a Regulated Market (as defined below) in another Member State of the European Economic Area (the
"EEA") (which, for these purposes, includes the United Kingdom). Euronext Paris is a regulated market for
the purposes of the Markets in Financial Instruments Directive 2014/65/EU (each such regulated market being
a "Regulated Market"). Reference in this Base Prospectus to Securities being "listed" (and all related
references) shall mean that such Securities have been listed and admitted to trading on Euronext Paris or, as
the case may be, a Regulated Market (including the regulated market of the Luxembourg Stock Exchange
(including the professional segment of the regulated market of the Luxembourg Stock Exchange)) or on such
other or further stock exchange(s) as the relevant Issuer may decide. Each Issuer may also issue unlisted
Securities. The applicable Final Terms (as defined below) will specify whether or not Securities are to be
listed and admitted to trading and, if so, the relevant Regulated Market or other or further stock exchange(s).
The requirement to publish a prospectus under the Prospectus Regulation only applies to Securities which are
to be admitted to trading on a regulated market in the EEA and/or offered to the public in the EEA other than
in circumstances where an exemption is available under Article 1(4) and/or 3(2) of the Prospectus Regulation
(and, for these purposes, references to the EEA include the United Kingdom).


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The Issuers may issue Securities for which no prospectus is required to be published under the Prospectus
Regulation ("Exempt Securities") under this Base Prospectus. See "Exempt Securities" in the "Overview of
this Base Prospectus" section below. The AMF has neither approved nor reviewed information contained in
this Base Prospectus in connection with Exempt Securities.
Approval will also be granted by the Luxembourg Stock Exchange in accordance with the Luxembourg Act
dated 16 July 2019 on prospectuses for securities (Loi relative aux prospectus pour valeurs mobilières) (the
"Prospectus Act") for Securities (including Exempt Securities) 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") (including the professional segment of the Euro MTF) during the twelve-month period after the
date of approval of this Base Prospectus. This Base Prospectus also constitutes a prospectus for the purpose of
the Prospectus Act. The Euro MTF is not a regulated market for the purposes of Directive 2014/65/EU.
Under the terms of the Programme, each of BNPP B.V. and BNPP (the "Issuers" and each an "Issuer") may
from time to time issue, inter alia, warrants ("Warrants" or "Securities") of any kind including, but not
limited to, Securities relating to a specified index or a basket of indices, a specified share (including two or
more shares which are attached to each other so that they trade as a single unit ("Stapled Shares")), global
depositary receipt ("GDR") or American depositary receipt ("ADR") or a basket of shares (including Stapled
Shares), ADRs and/or GDRs, a specified interest in an exchange traded fund, an exchange traded note, an
exchange traded commodity or other exchange traded product (each an "exchange traded instrument") or a
basket of interests in exchange traded instruments, a specified debt instrument or a basket of debt instruments,
a specified debt futures or debt options contract or a basket of debt futures or debt options contracts, a specified
currency or a basket of currencies, a specified currency futures contract, a specified commodity or commodity
index, or a basket of commodities and/or commodity indices, a specified inflation index or a basket of inflation
indices, a specified fund share or unit or fund index or basket of fund shares or units or fund indices, a specified
futures contract or basket of futures contracts, a specified underlying interest rate or basket of underlying
interest rates, or the credit of a specified entity or entities and any other types of Securities including hybrid
Securities whereby the underlying asset(s) may be any combination of such indices, shares, interests in
exchange traded instruments, debt, currency, commodities, inflation indices, fund shares or units, fund indices,
futures contracts, credit of specified entities, underlying interest rates, or other asset classes or types. Each
issue of Securities will be issued on the terms set out herein which are relevant to such Securities under "Terms
and Conditions of the Securities" (the "Security Conditions" or the "Conditions"). Notice of, inter alia, the
specific designation of the Securities, the aggregate nominal amount or number and type of the Securities, the
date of issue of the Securities, the issue price (if applicable), the underlying asset, index, fund, fund index,
reference entity or other item(s) to which the Securities relate, the exercise period or date, the governing law
of the Securities, whether the Securities are eligible for sale in the United States and certain other terms relating
to the offering and sale of the Securities will be set out in a final terms document (the "Final Terms") which
may be issued for more than one series of Securities and will be filed with the AMF. Copies of Final Terms
in relation to Securities to be listed on Euronext Paris will also be published on the website of the AMF
(www.amf-france.org). References herein to the Final Terms may include, in the case of U.S. Securities (as
defined below), (x) a supplement to the Base Prospectus under Article 23 of the Prospectus Regulation or (y)
a prospectus. "U.S. Securities" means Securities that specify in the applicable Final Terms that such Securities
are eligible for sale in the United States.
The specific terms of each Tranche of Exempt Securities will be set out in a pricing supplement document (the
"Pricing Supplement"). In respect of Exempt Securities 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 Securities 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 Security Agent. 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 Securities, to the extent applicable.
Securities may be governed by English law ("English Law Securities") or French law ("French Law
Securities"), as specified in the applicable Final Terms, and the corresponding provisions in the Conditions
will apply to such Securities. Only English Law Securities will be U.S. Securities.


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In certain circumstances at the commencement of an offer period in respect of Securities but prior to the issue
date, certain specific information (specifically, the issue price, the gearing applied to the interest or final
payout, the Gearing Up applied to the final payout, (in the case of Autocall Securities, Autocall One Touch
Securities or Autocall Standard Securities) the FR Rate component of the final payout (which will be payable
if certain conditions are met, as set out in the Payout Conditions), the AER Exit Rate used if an Automatic
Early Exercise Event occurs, the Bonus Coupon component of the final payout (in the case of Vanilla Digital
Securities), the Up Cap Percentage component of the final payout (in the case of Certi-Plus: Generic Securities,
Certi-Plus: Generic Knock-in Securities and Certi-Plus: Generic Knock-out Securities), any constant
percentage (being any of Constant Percentage, Constant Percentage 1, Constant Percentage 2, Constant
Percentage 3 or Constant Percentage 4) component of the final payout (which will be payable if certain
conditions are met, as set out in the Payout Conditions), the Floor Percentage component of the final payout
and/or the Knock-in Level and/or Knock-out Level (used to ascertain whether a Knock-in Event or Knock-out
Event, as applicable, has occurred)) may not be known. In these circumstances, the Final Terms will specify
a minimum and/or maximum price, rate, level or percentage, as applicable, or an indicative range in respect of
the issue price, relevant prices, rates, levels or percentages and the actual price, rate, level or percentage, as
applicable, will be notified to investors prior to the Issue Date. Accordingly, in these circumstances investors
will be required to make their decision to invest in the relevant Securities based on the minimum and/or
maximum price, rate, level or percentage, as applicable, or the indicative range specified in the Final Terms.
Notice of the actual price, rate, level or percentage, as applicable, will be published in the same manner as the
publication of the Final Terms.
Securities issued by BNPP B.V. may be secured ("Secured Securities") or unsecured and will be guaranteed
by BNPP (in such capacity, the "BNPP Guarantor" or the "Guarantor") pursuant to either (a) in respect of
the Secured Securities (i) a Deed of Guarantee for Secured Securities, in respect of English Law Securities
(the "Secured Securities English Law Guarantee") or (ii) a garantie in respect of Secured Securities, which
are French Law Securities (the "Secured Securities French Law Guarantee" and, together with the Secured
Securities English Law Guarantee, the "Secured Securities Guarantees"), the forms of which are set out
herein or (b) in respect of the unsecured Securities, (i) a Deed of Guarantee for Unsecured Securities in respect
of English Law Securities (the "BNPP English Law Guarantee") or (ii) a garantie in respect of unsecured
Securities, which are French Law Securities (the "BNPP French Law Guarantee" and, together with the
BNPP English Law Guarantee the "BNPP Unsecured Securities Guarantees"), the forms of which are set
out herein. The Secured Securities Guarantees and the BNPP Unsecured Securities Guarantees together, the
"BNPP Guarantees".
Except in the case of U.S. Securities, each of BNPP B.V. and BNPP has a right of substitution as set out herein.
In the event that either BNPP B.V. or BNPP exercises its right of substitution, a supplement to the Base
Prospectus will be published on the website of the AMF (www.amf-france.org) and on the website of BNPP
(https://rates-globalmarkets.bnpparibas.com/gm/public/LegalDocs.aspx).
Each issue of Securities will entitle the holder thereof on due exercise either to receive a cash amount (if any)
calculated in accordance with the relevant terms or to receive physical delivery of the underlying assets (against
payment of a specified sum), all as set forth herein and in the applicable Final Terms.
Other than in relation to the documents which are deemed to be incorporated by reference (see "Documents
Incorporated by Reference" below), the information on the websites to which this Base Prospectus refers does
not form part of this Base Prospectus unless that information is incorporated by reference into the Base
Prospectus and has not been scrutinised or approved by the AMF.
Capitalised terms used in this Base Prospectus shall, unless otherwise defined, have the meanings set forth in
the Conditions.
Prospective purchasers of Securities should ensure that they understand the nature of the relevant
Securities and the extent of their exposure to risks and that they consider the suitability of the relevant
Securities as an investment in the light of their own circumstances and financial condition. Securities
are complex financial instruments and involve a high degree of risk and potential investors should be
prepared to sustain a total loss of the purchase price of their Securities. There are significant risks
associated with holding Securities, including risks in relation to the circumstances in which Securities
(other than Secured Securities) may be written down or converted to ordinary shares and the


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implications on prospective purchasers of Securities (such as a substantial loss). The circumstances in
which such prospective purchasers may suffer loss as a result of holding Securities are difficult to predict
and the quantum of any loss incurred by investors in such circumstances is also highly uncertain. For
more information, see "Risks" on pages 21 to 66.
Investors in Hong Kong should not purchase the Securities in the primary or secondary markets unless they
are professional investors (as such term is defined in the Securities and Futures Ordinance (Cap. 571, Laws of
Hong Kong) and its subsidiary legislation, "Professional Investors") and understand the risks involved.
In particular, the Securities and the Guarantees and, in the case of Physical Delivery Securities (as
defined below), the Entitlement (as defined herein) to be delivered upon the exercise of such Securities
have not been, and will not be, registered under the United States Securities Act of 1933, as amended
(the "Securities Act"), or any other applicable state securities laws and trading in the Securities has not
been approved by the United States Commodity Futures Trading Commission (the "CFTC") under the
United States Commodity Exchange Act, as amended (the "Commodity Exchange Act"). None of the
Issuers has registered as an investment company pursuant to the United States Investment Company
Act of 1940, as amended (the "Investment Company Act"). Unless otherwise specified in the applicable
Final Terms, the Securities are being offered and sold in reliance on Regulation S under the Securities
Act ("Regulation S"). No Securities, or interests therein, may at any time be offered, sold, resold, held,
traded, pledged, exercised, redeemed, transferred or delivered, directly or indirectly, in the United
States or to, or for the account or benefit of, persons that are (i) a "U.S. person" as defined in Regulation
S; or (ii) a person other than a "Non-United States person" as defined in Rule 4.7 under the Commodity
Exchange Act; or (iii) a "U.S. person" as defined in the Interpretive Guidance and Policy Statement
Regarding Compliance with Certain Swap Regulations promulgated by the CFTC; or (iv) any other
"U.S. person" as such term may be defined in Regulation S or in regulations or guidance adopted under
the Commodity Exchange Act (each such person, a "U.S. person") unless expressly provided for
pursuant to an applicable U.S. wrapper to the Base Prospectus. Any such applicable U.S. wrapper may
restrict the types of Securities that can be offered, sold, resold, held, traded, pledged, exercised,
transferred or delivered and the terms of such Securities. Any offer, sale, resale, trade, pledge, exercise,
transfer or delivery made, directly or indirectly, within the United States or to, or for the account or
benefit of, a U.S. person will not be recognised. No Securities other than U.S. Securities may be legally
or beneficially owned at any time by any U.S. person (as defined in the "Offering and Sale" section
below) and accordingly are being offered and sold outside the United States to non-U.S. persons in
reliance on Regulation S and pursuant to CFTC regulations and guidance.
Certain issues of U.S. Securities of BNPP may also be offered and sold in the United States to (i) persons
reasonably believed to be qualified institutional buyers ("QIBs") as defined in Rule 144A under the
Securities Act ("Rule 144A") and (ii) certain accredited investors ("AIs") as defined in Rule 501(a) (1),
(2), (3) or (7) of Regulation D under the Securities Act. Certain issues of U.S. Securities of BNPP B.V.
may be offered and sold in the United States to persons reasonably believed to be both QIBs and
qualified purchasers ("QPs") as defined under the Investment Company Act.
Each purchaser of U.S. Securities within the United States is hereby notified that the offer and sale of such
Securities is being made in reliance upon an exemption from the registration requirements of the Securities
Act. For a description of certain further restrictions on offers and sales of the Securities and on the distribution
of this Base Prospectus, see "Offering and Sale" below.
U.S. Securities will, unless otherwise specified in the Final Terms, be sold through BNP Paribas Securities
Corp., a registered broker-dealer. Hedging transactions involving Physical Delivery Securities may not be
conducted unless in compliance with the Securities Act. See the Conditions below.
Securities related to a specified interest in an exchange traded instrument or basket of interests in exchange
traded instruments, a specified commodity or commodity index or basket of commodities and/or commodity
indices, a specified interest rate or basket of interest rates or a specified inflation index or basket of inflation
indices, a specified currency or basket of currencies, a specified currency futures contract, a specified fund
share or unit or fund index or basket of fund shares or units or fund indices, the credit of a specified reference
entity or reference entities, a specified futures contract or basket of futures contracts or Hybrid Securities
related to any of these asset classes, may not at any time be offered, sold, resold, held, traded, pledged,


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exercised, redeemed, transferred or delivered, directly or indirectly, in the United States or to, by or for the
account or benefit of, persons that are (i) a "U.S. person" as defined in Regulation S; or (ii) a person other than
a "Non-United States person" as defined in Rule 4.7 under the Commodity Exchange Act; or (iii) a "U.S.
person" as defined in the Interpretive Guidance and Policy Statement Regarding Compliance with Certain
Swap Regulations promulgated by the CFTC; or (iv) any other "U.S. person" as such term may be defined in
Regulation S or in regulations or guidance adopted under the Commodity Exchange Act (each such person, a
"U.S. person"), unless expressly provided for pursuant to any applicable U.S. wrapper to the Base Prospectus.
Any such applicable U.S. wrapper may restrict the types of Securities that can be offered, sold, resold, held,
traded, pledged, exercised, redeemed, transferred or delivered and the terms of such Securities.
Neither the United States Securities and Exchange Commission (the "SEC") nor any other applicable state
securities commission has approved or disapproved of these securities or passed upon the accuracy of this
prospectus. Any representation to the contrary is a criminal offence.
The Securities to the extent they constitute "Secured Securities" may not be sold to, or for the account
or benefit of, U.S. persons as defined in the U.S. Risk Retention Rules ("Risk Retention U.S. Persons")
except to the extent such Risk Retention U.S. Persons have received a waiver from the applicable sponsor
and except as permitted under an exemption to the U.S. Risk Retention Rules as described under
"Risks" on page 63 and "Offering and Sale" on page 770. "U.S. Risk Retention Rules" means
Regulation RR (17 C.F.R Part 246) implementing the risk retention requirements of Section 15G of the
U.S. Securities Exchange Act of 1934, as amended.
The Issuers have requested the AMF, in accordance with Article 25(1) of the Prospectus Regulation, to provide
the competent authorities in Belgium, Denmark, Finland, Italy, Luxembourg, Norway, Portugal, Spain and
Sweden with a certificate of approval attesting that the Base Prospectus has been drawn up in accordance with
the Prospectus Regulation.
In the event that the applicable Final Terms specify that the Securities are U.S. Securities, (A) the Securities
sold in the United States by BNPP to QIBs within the meaning of Rule 144A will be represented by one or
more global Securities (each, a "Rule 144A Global Security") issued and deposited with (1) a custodian for,
and registered in the name of a nominee of, The Depository Trust Company ("DTC") or (2) a common
depositary on behalf of Clearstream Banking, S.A. ("Clearstream, Luxembourg") or Euroclear Bank
S.A./N.V. ("Euroclear") and/or any other relevant clearing system, (B) the Securities sold in the United States
by BNPP to AIs will be issued and registered in definitive form (each, a "Private Placement Definitive
Security"), (C) the Securities sold in the United States by BNPP B.V. to QIBs who are QPs will be represented
by a Rule 144A Global Security or in the form of Private Placement Definitive Securities if sold to AIs who
are QPs, as may be indicated in any applicable U.S. wrapper to the Base Prospectus and (D) in any such case,
Securities sold outside the United States to non-U.S. persons will be represented by a one or more global
Securities (each, a "Regulation S Global Security") issued and deposited with a common depositary on behalf
of Clearstream, Luxembourg and Euroclear and/or any other relevant clearing system and may not be legally
or beneficially owned at any time by any U.S. person. In the event that the Final Terms do not specify that
Securities are eligible for sale within the United States or to U.S. persons, the Securities offered and sold
outside the United States to non-U.S. persons may not be legally or beneficially owned at any time by any U.S.
person and will be represented by a Clearing System Global Security or a Registered Global Security, as the
case may be.
BNPP's long-term credit ratings are A+ with a negative outlook (S&P Global Ratings Europe Limited
("Standard & Poor's")), Aa3 with a stable outlook (Moody's Investors Service Ltd. ("Moody's")), AA- with
a "rating watch negative" outlook (Fitch France S.A.S. ("Fitch France")) and AA (low) with a stable outlook
(DBRS Limited ("DBRS")) and BNPP's short-term credit ratings are A-1 (Standard & Poor's), P-1 (Moody's),
F1+ (Fitch France) and R-1 (middle) (DBRS). BNPP B.V.'s long-term credit ratings are A+ with a negative
outlook (Standard & Poor's) and BNPP B.V.'s short term credit ratings are A-1 (Standard & Poor's). Each of
Standard & Poor's, Moody's, Fitch France and DBRS is established in the European Union or the United
Kingdom and is registered under the Regulation (EC) No. 1060/2009 (as amended) (the "CRA Regulation").
As such each of Standard & Poor's, Moody's, Fitch France and DBRS is included in the list of credit rating
agencies published by the European Securities and Markets Authority on its website (at
http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the CRA
Regulation. Securities issued under the Programme may be rated or unrated. A security rating is not a


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recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at
any time by the assigning rating agency.


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IMPORTANT NOTICES
The securities described in this Base Prospectus may only be offered in The Netherlands to Qualified Investors
(as defined in the Prospectus Regulation).
Disclaimer statement for structured products (Securities)
In relation to investors in the Kingdom of Bahrain, Securities issued in connection with this Base Prospectus
and related offering documents must be in registered form and must only be marketed to existing account
holders and accredited investors as defined by the Central Bank of Bahrain (the "CBB") in the Kingdom of
Bahrain where such investors make a minimum investment of at least U.S.$ 100,000 or any equivalent amount
in other currency or such other amounts as the CBB may determine.
This offer does not constitute an offer of Securities in the Kingdom of Bahrain in terms of Article (81) of the
Central Bank and Financial Institutions Law 2006 (decree Law No. 64 of 2006). This Base Prospectus and
related offering documents have not been and will not be registered as a prospectus with the CBB.
Accordingly, no Securities may be offered, sold or made the subject of an invitation for subscription or
purchase nor will this Base Prospectus or any other related document or material be used in connection with
any offer, sale or invitation to subscribe or purchase Securities, whether directly or indirectly, to persons in the
Kingdom of Bahrain, other than as marketing to accredited investors for an offer outside Bahrain.
The CBB has not reviewed, approved or registered this Base Prospectus or related offering documents and it
has not in any way considered the merits of the Securities to be marketed for investment, whether in or outside
the Kingdom of Bahrain. Therefore, the CBB assumes no responsibility for the accuracy and completeness of
the statements and information contained in this document and expressly disclaims any liability whatsoever
for any loss howsoever arising from reliance upon the whole or any part of the contents of this document.
No offer of securities will be made to the public in the Kingdom of Bahrain and this prospectus must be read
by the addressee only and must not be issued, passed to, or made available to the public generally.
All offers of Securities to investors in the Kingdom of Bahrain will be made by way of private placement and
may only be offered to accredited investors in the Kingdom of Bahrain in minimum subscriptions of U.S.
$100,000 (or equivalent in other countries).
Notification under Section 309B(1)(c) of the Securities and Futures Act (Chapter 289) of Singapore, as
modified or amended from time to time (the SFA) ­ Unless otherwise specified in the applicable Final
Terms in respect of any Securities, all Securities issued or to be issued under the Programme shall be capital
markets products other than prescribed capital markets products (as defined in the Securities and Futures
(Capital Markets Products) Regulations 2018 of Singapore) and Specified Investment Products (as defined in
MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on
Recommendations on Investment Products).
Guidance under the Hong Kong Monetary Authority (the "HKMA") circular - In October 2018, the
HKMA issued a circular regarding enhanced investor protection measures on the sale and distribution of debt
instruments with loss-absorption features and related products (the "HKMA Circular"). Under the HKMA
Circular, debt instruments with loss-absorption features, being subject to the possibility of being written-down
or converted to ordinary shares, and investment products that invest mainly in, or whose returns are closely
linked to the performance of such instruments (together, "Loss-Absorption Products"), may only be offered
to professional investors (as defined in the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong)
and its subsidiary legislation, "Professional Investors") in Hong Kong. Unless otherwise specified in the
applicable Final Terms in respect of any Securities, all Securities (other than Secured Securities) issued or to
be issued under the Programme contain loss-absorption features and may be considered Loss-Absorption
Products under the HKMA Circular. Investors in Hong Kong should not purchase such Securities with
loss-absorption features unless they are Professional Investors and understand the risks involved. Such


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Securities are generally not suitable for retail investors in Hong Kong in either the primary or the
secondary markets.
IMPORTANT ­ EEA AND UK RETAIL INVESTORS ­ If the Final Terms in respect of any Securities
specifies the "Prohibition of Sales to EEA and UK Retail Investors - Legend" as applicable, the Securities are
not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise
made available to any retail investor in the EEA or in the United Kingdom (the "UK"), other than in the
jurisdiction(s) for which a key information document will be made available. If the Final Terms in respect of
any Securities specifies the "Prohibition of Sales to EEA and UK Retail Investors - Legend" as not applicable,
the Securities may be offered, sold or otherwise made available to any retail investor in the EEA or in the UK,
provided that, where a key information document is required pursuant to the PRIIPs Regulation (as defined
below), the Securities may only be offered, sold or otherwise made available to retail investors in the EEA or
in the UK in the jurisdiction(s) for which a key information document will be made available. For these
purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of
Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); (ii) a customer within the meaning of
Directive (EU) 2016/97 (the "Insurance Distribution Directive"), where that customer would not qualify as
a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as
defined in the Prospectus Regulation. Consequently, no key information document required by Regulation
(EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the Securities or otherwise making them
available to retail investors in the EEA or in the UK has been prepared, other than in respect of the
jurisdiction(s) for which a key information document will be made available, and therefore offering or selling
the Securities or otherwise making them available to any retail investor in the EEA or in the UK may be
unlawful under the PRIIPs Regulation.
Amounts payable under the Warrants may be calculated by reference to one or more "benchmarks" for the
purposes of Regulation (EU) No. 2016/1011 of the European Parliament and of the Council of 8 June 2016
(the "Benchmarks Regulation"). In this case, a statement will be included in the applicable Final Terms as to
whether or not the relevant administrator of the "benchmark" is included in ESMA's register of administrators
under Article 36 of the Benchmarks Regulation. Certain "benchmarks" may either (i) not fall within the scope
of the Benchmarks Regulation by virtue of Article 2 of that regulation or (ii) transitional provisions in Article
51 of the Benchmarks Regulation may apply to certain other "benchmarks" which would otherwise be in scope
such that at the date of the relevant Final Terms, the administrator of the "benchmark" is not required to be
included in the register of administrators.
MiFID II product governance / target market ­ The Final Terms in respect of any Securities may include
a legend entitled "MiFID II product governance / target market assessment" which will outline the target
market assessment in respect of the Securities and which channels for distribution of the Securities are
appropriate. Any person subsequently offering, selling or recommending the Securities (a "distributor")
should take into consideration the target market assessment; however, a distributor subject to MiFID II is
responsible for undertaking its own target market assessment in respect of the Securities (by either adopting
or refining the target market assessment) and determining appropriate distribution channels.


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TABLE OF CONTENTS
Page
OVERVIEW OF THIS BASE PROSPECTUS ................................................................................................................ 11
RISKS ............................................................................................................................................................................... 21
INVESTMENT CONSIDERATIONS ............................................................................................................................. 67
USER'S GUIDE TO THE BASE PROSPECTUS ............................................................................................................ 82
AVAILABLE INFORMATION ...................................................................................................................................... 86
FORWARD-LOOKING STATEMENTS ........................................................................................................................ 86
PRESENTATION OF FINANCIAL INFORMATION ................................................................................................... 86
DOCUMENTS INCORPORATED BY REFERENCE ................................................................................................... 87
SECURITY AND COLLATERAL IN RESPECT OF SECURED SECURITIES ........................................................ 101
FORM OF FINAL TERMS FOR WARRANTS ............................................................................................................ 106
TERMS AND CONDITIONS OF THE SECURITIES .................................................................................................. 169
1.
Definitions .......................................................................................................................................... 171
2.
Type, Title and Transfer ..................................................................................................................... 185
3.
Status of the Securities and Guarantee ............................................................................................... 195
4.
Guarantee ............................................................................................................................................ 196
5.
General Provisions Relating to Settlement in Respect of Securities ................................................... 197
6.
General ............................................................................................................................................... 200
7.
Illegality and Force Majeure ............................................................................................................... 201
8.
Purchases ............................................................................................................................................ 202
9.
Security Agents, Registrar, Determinations, Meetings Provisions and Modifications ....................... 202
10.
Notices ................................................................................................................................................ 207
11.
Expenses and Taxation ....................................................................................................................... 209
12.
Further Issues ...................................................................................................................................... 210
13.
Substitution of the Issuer or the Guarantor ......................................................................................... 210
14.
Governing Law and Submission to Jurisdiction ................................................................................. 213
15.
Additional Disruption Events and Optional Additional Disruption Events ........................................ 214
16.
Knock-in Event and Knock-out Event ................................................................................................ 221
17.
Adjustments for European Monetary Union ....................................................................................... 226
18.
Contracts (Rights of Third Parties) Act 1999 ..................................................................................... 227
19.
Certain Definitions Relating to Exercise, Valuation and Settlement .................................................. 227
20.
Form of Securities .............................................................................................................................. 235
21.
Type .................................................................................................................................................... 238
22.
Title and Transfer of Registered Warrants.......................................................................................... 238
23.
Exercise Rights ................................................................................................................................... 239
24.
Exercise Procedure ............................................................................................................................. 245
25.
Minimum and Maximum Number of Warrants Exercisable............................................................... 261
26.
Payments on Cancellation of Warrants ............................................................................................... 262
27.
Recognition of Bail-in and Loss Absorption ...................................................................................... 262
ADDITIONAL TERMS AND CONDITIONS
ANNEX 1 Additional Terms and Conditions for Payouts ............................................................................... 266
ANNEX 2 Additional Terms and Conditions for Index Securities .................................................................. 342
ANNEX 3 Additional Terms and Conditions for Share Securities .................................................................. 376
ANNEX 4 Additional Terms and Conditions for ETI Securities ..................................................................... 392
ANNEX 5 Additional Terms and Conditions for Debt Securities .................................................................... 420
ANNEX 6 Additional Terms and Conditions for Commodity Securities ........................................................ 426
ANNEX 7 Additional Terms and Conditions for Inflation Index Securities .................................................... 436
ANNEX 8 Additional Terms and Conditions for Currency Securities ............................................................. 443
ANNEX 9 Additional Terms and Conditions for Fund Securities ................................................................... 452
ANNEX 10 Additional Terms and Conditions for Futures Securities ............................................................. 467
ANNEX 11 Additional Terms and Conditions for Underlying Interest Rate Securities .................................. 471
ANNEX 12 Additional Terms and Conditions for Credit Securities ............................................................... 475
ANNEX 13 Additional Terms and Conditions for Secured Securities ............................................................. 539
INDEX OF DEFINED TERMS IN RESPECT OF THE SECURITIES ........................................................................ 580
USE OF PROCEEDS ..................................................................................................................................................... 633
DESCRIPTION OF BNPP INDICES............................................................................................................................. 634
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CONNECTED THIRD PARTY INDICES .................................................................................................................... 692
FORM OF THE BNPP ENGLISH LAW GUARANTEE FOR UNSECURED SECURITIES ..................................... 693
FORM OF THE BNPP ENGLISH LAW GUARANTEE FOR SECURED SECURITIES........................................... 698
FORM OF THE BNPP FRENCH LAW GUARANTEE FOR UNSECURED SECURITIES ...................................... 704
FORM OF THE BNPP FRENCH LAW GUARANTEE FOR SECURED SECURITIES ............................................ 708
FORM OF THE SECURITIES ...................................................................................................................................... 713
DESCRIPTION OF BNPP B.V. ..................................................................................................................................... 715
DESCRIPTION OF BNPP ............................................................................................................................................. 719
BOOK-ENTRY CLEARANCE SYSTEMS .................................................................................................................. 720
BOOK-ENTRY SYSTEMS ........................................................................................................................................... 720
TAXATION ................................................................................................................................................................... 726
BELGIAN TAXATION ................................................................................................................................................. 727
FRENCH TAXATION ................................................................................................................................................... 731
ITALIAN TAXATION .................................................................................................................................................. 733
PORTUGUESE TAXATION ......................................................................................................................................... 738
SPANISH TAXATION .................................................................................................................................................. 740
U.S. FEDERAL INCOME TAXATION ........................................................................................................................ 743
U.S. DIVIDEND EQUIVALENT WITHHOLDING ..................................................................................................... 749
FOREIGN ACCOUNT TAX COMPLIANCE ACT ...................................................................................................... 751
OTHER TAXATION ..................................................................................................................................................... 752
CERTAIN CONSIDERATIONS FOR ERISA AND OTHER EMPLOYEE BENEFIT PLANS ................................. 753
NOTICE TO PURCHASERS AND HOLDERS OF U.S. SECURITIES AND TRANSFER RESTRICTIONS .......... 755
OFFERING AND SALE ................................................................................................................................................ 768
GENERAL INFORMATION ......................................................................................................................................... 784
RESPONSIBILITY STATEMENT ................................................................................................................................ 801
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