Bond BNP Paribas SA 7.028% ( FR0010821108 ) in EUR

BNP Paribas SA

100 % ⇌

France

FR0010821108 ( in EUR )

7.028% per year ( payment 1 time a year)

Perpetual

Prospectus brochure of the bond BNP Paribas FR0010821108 en EUR 7.028%, maturity Perpetual

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29/12/2025 ( In 128 days )

BNP Paribas is a leading international banking group providing a wide range of financial services including retail banking, investment banking, asset management, and corporate and institutional banking to individuals, businesses, and governments worldwide.

A comprehensive review highlights a notable fixed-income instrument: a perpetual bond (ISIN: FR0010821108) issued by BNP Paribas, a globally recognized financial services institution headquartered in France. BNP Paribas stands as one of the world's largest and most diversified banking groups, providing a broad spectrum of services encompassing retail banking, corporate and institutional banking, asset management, and insurance across an extensive international footprint, thereby underpinning the creditworthiness associated with its financial offerings. This particular bond, originating from France, is presently valued at 100% of its face value in Euros on the market, signifying it trades at par. It features a fixed annual interest rate of 7.028%, designed to deliver a recurring income stream to investors. A defining attribute is its perpetual maturity, meaning the bond does not have a set redemption date, allowing the issuer to pay interest indefinitely without principal repayment. The payment frequency is set at one, indicating annual interest distributions, which provides a steady and predictable cash flow for the duration of the bond's existence, relying on the issuer's ongoing solvency for its perpetual servicing.

IMPORTANT NOTICE
NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN THE REPUBLIC OF ITALY.
IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the
attached Exchange and Tender Offer Memorandum, whether received by e-mail or otherwise received as a result of
electronic communication and you are therefore advised to read this disclaimer page carefully before reading, accessing
or making any other use of the attached document. In accessing the attached Exchange and Tender Offer Memorandum,
you agree to be bound by the following terms and conditions, 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: You have been sent the attached on the basis that you have confirmed to BNP
Paribas (the Arranger) and/or Lucid Issuer Services Limited (the Principal Exchange and Tender Agent) and/or
BGL BNP Paribas (the Luxembourg Exchange and Tender Agent and, together with the Principal Exchange and
Tender Agent, the Exchange and Tender Agents) that (i) you are a holder or a beneficial owner of the Existing Notes,
(ii) you are not a person to whom it is unlawful to send the attached Exchange and Tender Offer Memorandum or to
make an invitation under the Offers contemplated in the attached Exchange and Tender Offer Memorandum under
applicable laws and (iii) that you consent to delivery by electronic transmission.
NOTHING IN THIS EXCHANGE AND TENDER OFFER MEMORANDUM CONSTITUTES AN
OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.
THE NEW NOTES (AS DEFINED IN THE ATTACHED EXCHANGE AND TENDER OFFER
MEMORANDUM) HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR THE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND
ARE BEING OFFERED AND DELIVERED WITHIN THE UNITED STATES IN TRANSACTIONS
EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IN RELIANCE
ON SECTION 3(a)(9) THEREOF.
THE ATTACHED EXCHANGE AND TENDER OFFER MEMORANDUM MAY NOT BE
FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN
ANY MANNER WHATSOEVER. THE ATTACHED EXCHANGE AND TENDER OFFER
MEMORANDUM IS BEING DISTRIBUTED ONLY TO PERSONS TO WHOM IT IS LAWFUL TO
SEND THE ATTACHED EXCHANGE AND TENDER OFFER MEMORANDUM. ANY
FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN
PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A
VIOLATION OF APPLICABLE SECURITIES LAWS OF RELEVANT JURISDICTIONS.
THE OFFER IS NOT BEING MADE IN THE REPUBLIC OF ITALY. THE OFFER AND THE
ATTACHED EXCHANGE AND TENDER OFFER MEMORANDUM HAVE NOT BEEN SUBMITTED
TO THE CLEARANCE PROCEDURES OF THE COMMISSIONE NAZIONALE PER LE SOCIETÀ E
LA BORSA (CONSOB) PURSUANT TO ITALIAN LAWS AND REGULATIONS.
This Exchange and Tender Offer Memorandum has been sent to you in electronic form. You are reminded that
documents transmitted via this medium may be altered or changed during the process of transmission and consequently
none of the Arranger, and/or the Exchange and Tender Agents or any person who controls, or is a director, officer,
employee or agent of the Arranger and/or the Exchange and Tender Agents, nor any affiliate of any such person accepts
any liability or responsibility whatsoever in respect of any difference between the Exchange and Tender Offer
Memorandum distributed to you in electronic format and the hard copy version available to you on request from the
Arranger.
You are reminded that the attached Exchange and Tender Offer Memorandum has been delivered to you on the basis
that you are a person into whose possession this Exchange and Tender Offer Memorandum 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 Exchange and Tender Offer Memorandum to any other person.
Any materials relating to the Offers do not constitute, and may not be used in connection with, any form of offer or
solicitation in any place where such offers or solicitations are not permitted by law.
The Exchange and Tender Offer Memorandum may only be communicated to persons in the United Kingdom in
circumstances where section 21(1) of the Financial Services and Markets Act 2000 does not apply.
Restrictions: The Offers and the Exchange and Tender Offer Memorandum are, respectively, subject to offer and
distribution restrictions in, among other countries, Belgium, France, Italy and the United Kingdom. The Exchange and
Tender Offer Memorandum does not constitute an invitation to participate in the Offers in any jurisdiction in which, or
to any person to whom, the making of such invitation would not be in compliance with the laws or regulations of such
jurisdiction.

(INCORPORATED AS A SOCIÉTÉ ANONYME IN FRANCE)
EXCHANGE AND TENDER OFFER MEMORANDUM DATED 17 NOVEMBER 2009
OFFER COMBINING AN EXCHANGE OFFER AND A TENDER OFFER
INVITATION BY BNP PARIBAS (THE ISSUER)
TO HOLDERS OF
US$200,000,000 Undated Subordinated Floating Rate Securities issued by Banque Paribas (now, BNP Paribas)
of which US$23,715,000 are currently outstanding (ISIN: LU0002906534)
(the Series 1 Existing Notes)
and
US$400,000,000 Undated Subordinated Floating Rate Securities issued by Banque Paribas (now, BNP Paribas)
of which US$165,285,000 are currently outstanding (ISIN: GB0040811647)
(the Series 2 Existing Notes)
and
US$500,000,000 Undated Subordinated Floating Rate Notes issued
by Banque Nationale de Paris (now, BNP Paribas) (ISIN: FR0008131403)
(the Series 3 Existing Notes and, together with the Series 1 Existing Notes and the Series 2 Existing Notes,
the Existing Notes)
TO OFFER TO EXCHANGE (the Exchange Offer)
any and all of such Existing Notes for
US$ Undated Deeply Subordinated Floating Rate Notes to be issued by BNP Paribas
(the Series 1 New Notes)
or
US$ Undated Deeply Subordinated Fixed to Floating Rate Notes to be issued by BNP Paribas
(the Series 2 New Notes and, together with the Series 1 New Notes, the New Notes)
OR
TO SELL (the Tender Offer and together with the Exchange Offer, the Offers)
ANY OR ALL OF SUCH EXISTING NOTES FOR A CASH PAYMENT
Arranger and Structuring Adviser
BNP PARIBAS
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
Not for distribution to any person located or resident in the Republic of Italy. The Offers are not being made to, and any offers will not be accepted from, or on behalf of, Holders in any
jurisdiction in which the making of the Offers would not be in compliance with the laws or regulations of such jurisdiction. See "Offer Restrictions" herein.
This Exchange and Tender Offer Memorandum contains and incorporates by reference important information which should be read carefully before any decision is made to participate in the
Offers. If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice, including in respect of any tax consequences, immediately from your
stockbroker, bank manager, accountant or other independent financial adviser.
Any individual or company whose Existing Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if they wish to participate in
the Offers. None of BNP Paribas (the Arranger), Lucid Issuer Services Limited (the Principal Exchange and Tender Agent) or BGL BNP Paribas (the Luxembourg Exchange and Tender Agent) (or
their respective directors, employees or affiliates) makes any recommendation as to whether or not Holders should offer the Existing Notes for exchange or sale.
Unless otherwise defined herein or the context otherwise requires, capitalised expressions used in this Exchange and Tender Offer Memorandum shall have the meanings set out under
"Definitions" herein.

The Issuer hereby invites the Holders (subject as set out under "Offer Restrictions") to offer to exchange any or all
of their outstanding Existing Notes for the New Notes (the Exchange Offer) or to offer to sell any or all of their
outstanding Existing Notes for a cash payment (the Tender Offer and together with the Exchange Offer, the
Offers) on the terms and subject to the conditions set out in this Exchange and Tender Offer Memorandum.
Under the terms of the Offers, Holders are invited to offer to (i) exchange their Existing Notes at the Exchange
Price for such Series of Existing Notes and/or (ii) sell their Existing Notes for the relevant Tender Price.
THE OFFERS WILL BEGIN AT 8.00 A.M., LONDON TIME, ON 18 NOVEMBER 2009 AND EXPIRE
AT 4.00 P.M., LONDON TIME, ON 17 DECEMBER 2009, UNLESS EXTENDED AS PROVIDED IN
THIS EXCHANGE AND TENDER OFFER MEMORANDUM. OFFERS TO EXCHANGE OR OFFERS
TO SELL MAY BE WITHDRAWN AT ANY TIME UP TO 4.00 P.M., LONDON TIME, ON
17 DECEMBER 2009, AFTER WHICH TIME ALL OFFERS TO EXCHANGE OR SELL SHALL BE
IRREVOCABLE.
The Electronic Instruction or Definitive Notes Instruction received by the Exchange and Tender Agents cannot be
revoked except in the limited circumstances described in "Terms of the Offers Withdrawal Rights" below.
The denomination of the New Notes is US$2,000. However, the New Notes are being offered for exchange in
minimum amounts of US$80,000 (the Minimum New Note Amount). Holders of Existing Notes must deliver a
principal amount of Existing Notes (the Minimum Delivery Amount) sufficient to allow them to receive the
relevant Minimum New Note Amount, or their Existing Notes will not be accepted for exchange. There is no
minimum amount for Existing Notes presented in the Tender Offer.
The Issuer may, in its sole discretion, extend, re-open, amend or waive any condition of the Offers at any
time (subject to applicable law and as provided in this Exchange and Tender Offer Memorandum). Details
of any such extension, amendment or waiver (if permitted) will be announced wherever applicable as
provided in this Exchange and Tender Offer Memorandum as soon as reasonably practicable after the
relevant decision is made.
The New Notes will be issued in dematerialised bearer form (au porteur). Title to the New Notes will be evidenced
in accordance with Article L.211-3 of the French Code monétaire et financier by book entries (inscription en
compte) in the books of Euroclear France, which shall credit, upon issue, the accounts of Account Holders.
Account Holder shall mean any authorised financial intermediary institution entitled to hold accounts, directly on
behalf of its customers with Euroclear France, or indirectly, via the depositary banks for Euroclear Bank S.A./N.V.
(Euroclear) and Clearstream Banking, société anonyme (Clearstream, Luxembourg).
Questions and requests for assistance in connection with (i) the Offers may be directed to the Arranger and (ii) the
delivery of the Definitive Notes Instruction and the Electronic Instruction may be directed to the Exchange and
Tender Agents, the contact details of which are on the last page of this Exchange and Tender Offer Memorandum.
Before making any decisions in respect of the Offers, Holders should carefully consider all of the
information in this Exchange and Tender Offer Memorandum and, in particular, the Risk Factors set out
under "Risk Factors" below.
The Commission de Surveillance du Secteur Financier (the CSSF) is the competent authority in Luxembourg for
the purpose of Directive n°2003/71/EC (the Prospectus Directive) and the Luxembourg law on prospectuses for
securities of 10 July 2005, for the purpose of approving this Exchange and Tender Offer Memorandum as a
prospectus as defined by and in accordance with the Prospectus Directive (a Prospectus). This document
constitutes a Prospectus for the purposes of the Prospectus Directive. Application has been made for the New
Notes to be listed on the Official List of the Luxembourg Stock Exchange (the Luxembourg Stock Exchange) and
to be traded on the regulated market of the Luxembourg Stock Exchange, which is an EU regulated market within
the meaning of Directive 2004/39/EC (a Regulated Market). Application has been made to the CSSF to
approve this Exchange and Tender Offer Memorandum solely for the purpose of admitting the New Notes
to trading on the Regulated Market of the Luxembourg Stock Exchange.
The New Notes are expected to be assigned upon issue a rating of [A negative outlook] by Standard & Poor's
Ratings Services, a division of the McGraw-Hill Companies, Inc., [Aa3] (under review for possible downgrade) by
Moody's Investor Service, Inc. and [AA- negative outlook] by Fitch Ratings. Furthermore, Moody's Investor
Services, Inc. has announced a potential change to its rating methodology for this type of instruments. Should such
change be implemented as proposed, the ratings of the New Notes could potentially be negatively affected by a
multi-notch downgrade. 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 the relevant rating organisation.
The Offers and the distribution of this Exchange and Tender Offer Memorandum in Belgium, France, Italy and the
United Kingdom is restricted by the laws of those jurisdictions. In the United States, the Offers and the distribution
of this Exchange and Tender Offer Memorandum may only be made in compliance with the securities laws of any
state of the United States of America and in reliance on Section 3(a)(9) of the United States Securities Act of 1933,
as amended (the Securities Act). No action has been or will be taken in any jurisdiction in relation to the Exchange
2

Offer that would permit a public offering of securities, other than in Luxembourg. The Offers are not being
made in the Republic of Italy. The Offers and the Exchange and Tender Offer Memorandum have not been
submitted to the clearance procedures of the Commissione Nazionale per le Società e le Borsa (CONSOB)
pursuant to Italian laws and regulations.
OTHER IMPORTANT NOTICE MEETINGS OF HOLDERS
(i) Holders whose Existing Notes offered for exchange are not accepted, or who do not participate in the
Exchange Offer, will not be eligible to receive New Notes in exchange for such Existing Notes and shall
continue to hold such Existing Notes subject to their terms and conditions; (ii) Holders whose Existing Notes
tendered are not accepted, or who do not participate in the Tender Offer, shall continue to hold such
Existing Notes subject to their terms and conditions; in each case unless the resolution referred to below is
approved in relation to the relevant Series of Existing Notes.
A meeting of the Holders of the Series 1 Existing Notes and a meeting of the Holders of the Series 2 Existing
Notes will be held on 9 December 2009 on first call (and, if necessary, on 23 December 2009 on second call)
in order to vote on a resolution submitted by the Issuer requesting each such meeting to approve the
proposal of the Issuer to exchange the principal amount of Existing Notes of that Series outstanding after the
end of the Offer Period for a principal amount of Series 1 New Notes on the basis of the relevant Exchange
Price. Such exchange is one of the matters which such a meeting of Holders has power to sanction under the
relevant provisions applicable to the Series 1 Existing Notes and the Series 2 Existing Notes. The relevant
exchange will occur on the Settlement Date at the same time as the settlement of the Offers described in this
Exchange and Tender Offer Memorandum. The text of the resolutions to be voted upon at the Holders'
meetings is set out in Part C of "Terms and Conditions of the New Notes and Forms" for information
purposes only. Any Holders of Series 1 Existing Notes and Series 2 Existing Notes will only continue to be
Holders thereof to the extent that such resolutions are not passed. Otherwise all Holders of Series 1 Existing
Notes and Series 2 Existing Notes will have such Notes exchanged in accordance with the resolutions.
3

BNP Paribas (the Issuer or the Responsible Person) accepts responsibility for the information contained in this
Exchange and Tender Offer Memorandum. To the best of the knowledge and belief of the Responsible Person (which
has taken all reasonable care to ensure that such is the case) the information contained in this Exchange and Tender
Offer Memorandum is in accordance with the facts and does not omit anything likely to affect the import of such
information.
Each Holder is solely responsible for making its own independent appraisal of all matters (including those relating to
the Exchange Offer, the Tender Offer, the New Notes and the Issuer) as such Holder deems appropriate, and each
Holder must make its own decision as to whether to offer to exchange or tender Existing Notes and, if so, the aggregate
principal amount of Existing Notes to offer to exchange or tender. Lucid Issuer Services Limited (the Principal
Exchange and Tender Agent) and BGL BNP Paribas (the Luxembourg Exchange and Tender Agent and, together
with the Principal Exchange and Tender Agent, the Exchange and Tender Agents and each an Exchange and Tender
Agent) are each an agent of the Issuer and owe no duty to any Holder. None of the Arranger or the Exchange and
Tender Agents (or their respective directors, employees or affiliates) makes any representation or recommendation
whatsoever regarding this Exchange and Tender Offer Memorandum, the Exchange Offer or the Tender Offer, or any
recommendation as to whether Holders of Existing Notes should participate in the Exchange Offer or Tender Offer.
No person has been authorised to give any information or to make any representation about the Issuer or the Offers
other than as contained in this Exchange and Tender Offer Memorandum and, if given or made, such information or
representation must not be relied upon as having been authorised by the Issuer, the Arranger, the Exchange and Tender
Agents or any of their respective agents.
Neither the delivery of this Exchange and Tender Offer Memorandum nor any acceptance of an offer to exchange by a
Holder shall, under any circumstances, create any implication that the information contained herein is current as at
any time subsequent to the date of such information or that there has been no change in the information set out in it or
in the affairs of the Issuer and its subsidiaries taken as a whole, since the date of this Exchange and Tender Offer
Memorandum.
The New Notes offered hereby have not been recommended by any United States federal or state securities commission
or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the
adequacy of this Exchange and Tender Offer Memorandum. Any representation to the contrary is a criminal offence in
the United States.
NOTICE TO NEW HAMPSHIRE RESIDENTS ONLY
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENCE HAS BEEN
FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES (RSA 421-B) WITH THE STATE
OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS
LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE
THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER
ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR
A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR
QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY, OR
TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER,
CUSTOMER, OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS
PARAGRAPH.
In this Exchange and Tender Offer Memorandum, unless otherwise specified or the context otherwise requires,
references to "USD", "$", " US$" or "US Dollar" refer to the lawful currency of the United States of America, "£",
"pounds", "sterling", "penny" and "pence" are to pounds sterling and references to "" or "euro" refer to the lawful
currency of the member states of the European Union that have adopted the single currency in accordance with the
Treaty establishing the European Community, as amended by the Treaty on European Union and the Treaty of
Amsterdam.
4

The applicable provisions of the Financial Services and Markets Act 2000 must be complied with in respect of anything
done in relation to the Offers in, from or otherwise involving the United Kingdom.
Holders may contact the Arranger for assistance in answering questions concerning the terms of the Offers using the
contact details set out on the back cover page of this Exchange and Tender Offer Memorandum. Questions relating to
the procedures for exchange or tender, including the delivery of the Offer Instructions and the blocking of Existing
Notes with Euroclear, or Clearstream, Luxembourg, should be addressed exclusively to the Exchange and Tender
Agents using the correct details set out on the back cover page of this Exchange and Tender Offer Memorandum. All
procedures relating to the Offers may be conducted through, and all information relating to the Offers and the Existing
Notes (including copies of this Exchange and Tender Offer Memorandum) may, subject as set out under "Offer
Restrictions" below, be obtained from, the Arranger.
Unless the context otherwise requires, all references in this Exchange and Tender Offer Memorandum to Holders
include:
-
each Direct Participant in respect of such Existing Notes;
-
each Beneficial Owner of the Existing Notes holding such Existing Notes, directly or indirectly, in an account
in the name of a Direct Participant acting on such Beneficial Owner's behalf;
-
each holder of bearer definitive Existing Notes; and
-
each registered holder of Existing Notes
except that for the purposes of the exchange of Existing Notes for New Notes or the tender of Existing Notes and the
payment of the Tender Price and any other cash amount (if applicable), to the extent the Beneficial Owner of the
relevant Existing Notes is not a Direct Participant, the relevant New Notes, Tender Price and/or other cash amount will
only be delivered and paid to the relevant Direct Participant and the delivery and payment of such New Notes, Tender
Price and/or other cash amount to such Direct Participant will satisfy any obligations of the Issuer, the Exchange and
Tender Agents and the relevant Clearing System in respect of the exchange or tender of such Existing Notes as
applicable.
In the case of Holders who deliver or procure delivery of Definitive Existing Notes in accordance with the Definitive
Notes Instruction, such Holders shall receive the relevant New Notes or Tender Price and/or any cash amounts to such
account as specified in the relevant Definitive Notes Instruction submitted by them and payment and/or delivery as
aforesaid will satisfy any obligation of the Issuer and the relevant Exchange and Tender Agent in respect of the
exchange and/or tender of such Existing Notes, as applicable.
The Arranger is not entitled to hold positions in the Existing Notes. Any Existing Notes validly exchanged or
tendered in the context of the Offers will be cancelled.
For the avoidance of doubt, any references in this Exchange and Tender Offer Memorandum to the Offers being
made to Holders of Existing Notes, and related references, shall be deemed to be references to the Offers being made
to those Holders who comply with the restrictions set out under "Offer Restrictions" below.
5

Table of Contents
Page
Documents Incorporated by Reference..........................................................................................................7
Offer Restrictions .......................................................................................................................................11
Expected Timetable ....................................................................................................................................13
Definitions..................................................................................................................................................15
Risk Factors................................................................................................................................................19
Taxation .....................................................................................................................................................25
Terms of the Offer ......................................................................................................................................28
General Information ...................................................................................................................................42
Terms and Conditions of New Notes and Forms .........................................................................................45
Part A - Terms and Conditions of the Series 1 New Notes ..............................................................45
Part B - Terms and Conditions of the Series 2 New Notes...............................................................65
Part C - Form of Notice of Meeting and Extraordinary Resolution..................................................86
Part D - Form of Definitive Notes Instruction .................................................................................92
6

DOCUMENTS INCORPORATED BY REFERENCE
This Exchange and Tender Offer Memorandum should be read and construed in conjunction with the
following documents which have been previously published or are published simultaneously with this
Exchange and Tender Offer Memorandum and that have been filed with the Luxembourg competent
authority for the purpose of the Prospectus Directive and the relevant implementing measures in the Grand
Duchy of Luxembourg, and shall be incorporated in, and form part of, this Exchange and Tender Offer
Memorandum:
-
the English translation of BNP Paribas' Document de Référence filed with the Autorité des Marchés
Financiers (AMF) on 13 March 2008 (the 2007 Registration Document) and BNP Paribas'
Document de Référence filed with the AMF on 11 March 2009 (the 2008 Registration Document)
containing respectively the audited consolidated financial statements of BNP Paribas in English as at,
and for the years ended, 31 December 2007 and 2008 (the BNP Paribas 2007 Financial Statements
and the BNP Paribas 2008 Financial Statements, respectively) and;
-
the English translation of BNP Paribas' Actualisations du Document de Référence filed on 14 May
2009 (the 1st Update to the 2008 Registration Document), on 7 August 2009 (the 2nd Update to
the 2008 Registration Document and Semi Annual Financial Report), and on 10 November 2009
(the 3rd Update to the 2008 Registration Document) (together, the Updates to the 2008
Registration Document);
save that any statement contained herein or in a document which is incorporated by reference herein shall be
deemed to be modified or superseded for the purpose of this Exchange and Tender Offer Memorandum to
the extent that such statement is inconsistent with a statement contained in this Exchange and Tender Offer
Memorandum.
The information incorporated by reference above is available as follows:
2nd Update to the
1st Update to
3rd Update to the
2008 Registration
the 2008
2008 Registration
2007 Registration
Annex 11 to European
2008 Registration Document and Semi Registration
Document
Document
Regulation n° 809/2004
Document
Annual Financial
Document
Report
1. PERSONS
84
165
61
352
280
RESPONSIBLE
2. STATUTORY
83
164
60
350
276
AUDITORS
3. RISK FACTORS
63
126-166; 248-272
69-85; 136-152
4. INFORMATION
ABOUT THE ISSUER
4.1. History and
3
Back cover page
Back cover page
development of the Issuer
4.2. Investments
56-58
229-231; 307; 341
207-210; 235; 267
5. BUSINESS
OVERVIEW
5.1. Principal activities
3; 99-100
6-15
6-15
5.2. Principal markets
6-15;
6-15; 123-126
133-135
6. ORGANISATION
STRUCTURE
6.1. Brief description
3
4
4
6.2. List of significant
110-137
195-228, 304-306
182-206; 232-234
subsidiaries
7

2nd Update to the
1st Update to
3rd Update to the
2008 Registration
the 2008
2008 Registration
2007 Registration
Annex 11 to European
2008 Registration Document and Semi Registration
Document
Document
Regulation n° 809/2004
Document
Annual Financial
Document
Report
7. TREND
82
163
59
266
INFORMATION
8. PROFIT
FORECASTS OR
NA
NA
ESTIMATES
9. ADMINISTRATIVE,
MANAGEMENT AND
SUPERVISORY
BODIES AND SENIOR
MANAGEMENT
9.1. Administrative and
65
145
28-38; 66
28-37; 65
management bodies
9.2. Administrative and
management bodies'
47; 231-238
47, 215-217
conflicts of interest
10. MAJOR
SHAREHOLDERS
10.1. Control of the
16
16
Issuer
10.2. Description of any
arrangements, known to
the issuer, the operation
of which may at a
17; 92-93
17
subsequent date result in
a change of control of the
issuer
11. FINANCIAL
INFORMATION
CONCERNING THE
ISSUER'S ASSETS
AND LIABILITIES,
FINANCIAL
POSITION AND
PROFITS AND
LOSSES
11.1. Historical financial
4; 100-243; 274-307
110-220
information
11.2. Financial
64-142
100-243; 274-307
110-220
statements
Consolidated Profit &
Loss Account for the year
100
110
ended 31 December 2007
and 2008
Consolidated Balance
Sheet at 31 December
101
111
2007 and 2008
Consolidated Statement
of changes in
shareholders' equity
between 1 January 2006
102-103
112
and 2007 and
31 December 2007 and
2008
Consolidated Statement
of Cashflows for the year
104
114
ended 31 December 2007
and 2008
8