Bond BNP Paribas SA 0% ( FR0014002MS7 ) in AUD

BNP Paribas SA

100 % ⇌

France

FR0014002MS7 ( in AUD )

30/03/2051

Prospectus brochure of the bond BNP Paribas FR0014002MS7 en AUD 0%, maturity 30/03/2051

1 000 000 AUD

18 000 000 AUD

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 recent issuance by BNP Paribas, a globally recognized French banking giant with a prominent position in corporate, institutional, and retail banking, is the AUD-denominated bond identified by ISIN FR0014002MS7, a long-term instrument issued from France with a maturity date of March 30, 2051; this particular offering, currently trading at 100% of its par value on the market, stands out as a zero-coupon bond, meaning it carries a 0% interest rate, with its total issue size amounting to AUD 18,000,000 and a minimum investment threshold of AUD 1,000,000 per lot, with the "payment frequency 1" indicating the single principal repayment at its distant maturity.

BASE PROSPECTUS DATED 3 JULY 2020

BNP PARIBAS
(incorporated in France)
(as Issuer)
90,000,000,000
EURO MEDIUM TERM NOTE PROGRAMME
Under this 90,000,000,000 euro medium term note programme (the "Programme"), BNP Paribas1
("BNPP", the "Bank" or the "Issuer") may from time to time issue Notes in bearer or registered form
(respectively, "Bearer Notes" and "Registered Notes" and, together, the "Notes") denominated in
any currency agreed by the Issuer and the relevant Dealer(s) (as defined below). This Base
Prospectus ("Base Prospectus" or "this Document") supersedes and replaces all previous offering
circulars or prospectuses prepared in connection with the Programme. Any Notes (as defined below)
issued under the Programme on or after the date of this Document are issued subject to the
provisions described herein. This does not affect any Notes already in issue. This Base Prospectus
constitutes a base prospectus for the purposes of Article 8 of the Prospectus Regulation. The
"Prospectus Regulation" means Regulation (EU) 2017/1129 of 14 June 2017. Notes may be
issued whose return (whether in respect of any interest payable on such Notes and/or their
redemption amount) is linked to one or more indices including custom indices ("Index Linked
Notes") or one or more shares of any company(ies) (including two or more shares which are
attached to each other so that they trade as a single unit ("Stapled Shares"), global depositary
receipts and/or American depositary receipts) ("Share Linked Notes") or one or more inflation
indices ("Inflation Linked Notes") or one or more commodities or commodity indices ("Commodity
Linked Notes") or one or more interests or units in funds or one or more fund indices ("Fund Linked
Notes") or the credit of a specified entity or entities ("Credit Linked Notes") or one or more fund
shares or interests in exchange traded funds, exchange traded notes, exchange traded commodities
or other exchange traded products (each an "exchange traded instrument") ("ETI Linked Notes")
or one or more foreign exchange rates ("Foreign Exchange (FX) Rate Linked Notes") or one or
more underlying interest rate ("Underlying Interest Rate Linked Notes") or any combination
thereof ("Hybrid Notes") as more fully described herein. Notes may provide that settlement will by
way of cash settlement ("Cash Settled Notes") or physical delivery ("Physical Delivery Notes") as
provided in the applicable Final Terms.
The Notes will be issued to one or more of the Dealers specified below (each a "Dealer" and together
the "Dealers", which expression shall include any additional Dealer appointed under the Programme
from time to time) on a continuing basis by way of private or syndicated placements.
The Notes may be governed by English law or French law, as specified in the applicable Final Terms,
and the corresponding provisions in the terms and conditions will apply to such Notes.
This Base Prospectus received approval no. 20-314 on 3 July 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 pursuant to the Prospectus Regulation. The AMF only approves this Base Prospectus as

1
Which for the avoidance of doubt only refers to BNP Paribas S.A. and not the Group

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
Issuer or of the quality of the Notes. Investors should make their own assessment as to the suitability
of investing in the Notes.
Upon such approval, application may be made for Notes 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"). References in this
Base Prospectus to Notes being "listed" (and all related references) shall mean that such Notes
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 the Euro MTF
exchange regulated market of the Luxembourg Stock Exchange (the "Euro MTF Market") (including
the professional segment of the Euro MTF) or on such other or further stock exchange(s) as may be
agreed between the Issuer and the relevant Dealer(s). The Issuer may also issue unlisted Notes.
The relevant final terms (the forms of each contained herein) in respect of the issue of any Notes
will specify whether or not such Notes will be admitted to trading, and, if so, the relevant Regulated
Market or other or further stock exchange(s). Except in certain specified circumstances the specific
terms of each Tranche will be set forth in a set of final terms to this Base Prospectus which is the
final terms document (the "Final Terms") which will be completed at the time of the agreement to
issue each Tranche of Notes and (other than in the case of Exempt Notes) which will constitute final
terms for the purposes of Article 8 of the Prospectus Regulation which will be filed with the AMF.
This Base Prospectus and any supplement thereto will be available on the Issuer's websites
(www.invest.bnpparibas.com
and
https://rates-
globalmarkets.bnpparibas.com/gm/Public/LegalDocs.aspx).
The requirement to publish a prospectus under the Prospectus Regulation only applies to Notes
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. References in this Base Prospectus to "Exempt Notes" are to Notes
for which no prospectus is required to be published under the Prospectus Regulation. The AMF has
neither approved nor reviewed information contained in this Base Prospectus in connection with
Exempt Notes. Canadian dollar denominated Notes settling and clearing through CDS Clearing and
Depository Services Inc. ("CDS", and such Notes "Canadian Notes") may be issued as Exempt
Notes only.
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 Notes (including Exempt Notes) issued under the
Programme to be admitted to the Official List and admitted to trading on the Euro MTF Market 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.
The specific terms of each Tranche of Exempt Notes will be set out in a final terms for exempt notes
document (the "Final Terms for Exempt Notes"). In respect of Exempt Notes to be admitted to
trading on the Euro MTF Market, the applicable Final Terms for Exempt Notes 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 Final Terms for Exempt Notes will be available from the specified office of the Principal Paying
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 "Final Terms for Exempt Notes", "relevant
Final Terms for Exempt Notes" or "applicable Final Terms for Exempt Notes" in relation to Exempt
Notes, to the extent applicable.

2

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.
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- Rating Watch Negative (Fitch France S.A.S. ("Fitch France")) (which is the long-term rating
assigned to BNPP's senior preferred debt by Fitch France) and AA (low) with a stable outlook (DBRS
Rating GmbH ("DBRS Morningstar")) 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 Morningstar). BNPP's Tier 2
instruments ratings are BBB+ (Standard & Poor's), Baa2 (Moody's), A- (Fitch France) and A (DBRS
Morningstar). BNPP's Non Preferred Senior debt ratings are A- (Standard & Poor's), Baa1
(Moody's), A+ (Fitch France) and A (high) (DBRS Morningstar). Each of Standard & Poor's,
Moody's, Fitch France and DBRS Morningstar 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 Morningstar
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. Notes issued under the Programme may be rated or unrated.
A security rating is not a recommendation to buy, sell or hold securities and may be subject to
suspension, reduction or withdrawal at any time.

Arranger for the Programme
BNP PARIBAS
Dealers
BNP Paribas Arbitrage S.N.C.
BNP PARIBAS

3

IMPORTANT NOTICES
Overview of the BRRD and its Implication for the Notes
By its acquisition of the Notes, each holder acknowledges, accepts, consents and agrees to be bound
by the effect of the exercise of the Bail-in or Loss Absorption Power by the relevant resolution authority.
Please also refer to the "Risks" section and the "Investment Considerations" section of this Base
Prospectus.
1.
What is the BRRD?
The Bank Recovery and Resolution Directive (2014/59/EU) ("BRRD") requires the
governments of all EU member states to provide their relevant resolution authorities with a set
of tools to intervene sufficiently early and quickly in an unsound or failing institution so as to
ensure the continuity of that institution's critical financial and economic functions, while
minimising the impact of that institution's failure on the broader economy and financial system.
Directive (EU) 2019/879 of the European Parliament and of the Council of 20 May 2019
amending the BRRD as regards the loss-absorbing and recapitalisation capacity of credit
institutions and investment firms and Regulation (EU) 2019/877 of the European Parliament
and of the Council of 20 May 2019 amending the Single Resolution Mechanism Regulation
(Regulation 806/2014) as regards the loss-absorbing and recapitalisation capacity of credit
institutions and investment firms, have been published on 7 June 2019 in the Official Journal of
the European Union. They amend a number of key EU banking directives and regulations,
including the BRRD, the Directive 2013/36/EU of the European Parliament and of the Council
of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of
credit institutions and investment firms ("CRD IV"), the Regulation 2013/575 of the European
Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions
and investment firms ("CRR"), and the Single Resolution Mechanism.
The BRRD contains four resolution tools and powers (the "Resolution Tools") which may be
used alone or in combination where the relevant resolution authority considers that (a) an
affected institution is failing or likely to fail, (b) there is no reasonable prospect that any
alternative private sector measures would prevent the failure of such affected institution within
a reasonable timeframe, and (c) a resolution action is in the public interest: (i) sale of business
which enables the relevant resolution authorities to direct the sale of the affected institution
or the whole or part of its business on commercial terms; (ii) bridge institution which enables
the relevant resolution authorities to transfer all or part of the business of the affected institution
to a "bridge institution" (an entity created for this purpose that is wholly or partially in public
control); (iii) asset separation which enables the relevant resolution authorities to transfer
impaired or problem assets to one or more publicly owned asset management vehicles to allow
them to be managed with a view to maximising their value through eventual sale or orderly
wind-down (this can be used together with another resolution tool only); and (iv) Bail-In Power
(as defined below in paragraph 3 below).
It is important to note that protections are granted to the creditors of an EU bank in case of the
exercise of a Resolution Tool over such bank. The most important one is the principle known
as the "no creditor worse off principle" as specified in the BRRD. This principle is intended to
ensure that the creditors of a bank which is subject to the exercise of any Resolution Tool under
the BRRD shall not incur greater losses than they would have incurred if such affected bank
had been wound up under normal insolvency proceedings. For this purpose, the relevant
resolution authorities have to ensure that it is assessed at the time of exercise of any Resolution
Tool whether shareholders and creditors of an affected bank would have received better
treatment if such affected bank had entered into normal insolvency proceedings.
2.
Is the Issuer subject to the BRRD?
Yes, the Issuer is a credit institution incorporated in France and is subject to the BRRD and the
French legislation having implemented the BRRD.
Under French legislation having implemented the BRRD, substantial powers are granted to the
Autorité de contrôle prudentiel et de résolution ("ACPR"), the French resolution authority,

4

and/or to other relevant resolution authorities in the EU, to implement resolution measures in
respect of a French credit institution (including, for example, the Issuer) and certain of its
affiliates (each a "relevant entity") to protect and enhance the stability of the financial system
if the relevant French resolution authorities consider the failure of the relevant entity has
become likely and certain other conditions are satisfied including the use of the Resolution
Tools.
The exercise of any Resolution Tool or any suggestion of any such exercise under the BRRD
over the Issuer could adversely affect the value of the Notes. You may therefore lose all or a
substantial part of your investment in the Notes.
In addition, the resolution powers could be exercised (i) prior to the commencement of any
insolvency proceedings in respect of the Issuer, and (ii) by the relevant French resolution
authority without your consent or any prior notice to you. Accordingly, you may not be able to
anticipate a potential exercise of any such resolution powers over the Issuer.
3.
What is "Bail-In Power"?
"Bail-In Power" means the power of the relevant resolution authority to write down or convert
to equity certain claims of unsecured creditors of a failing institution. In particular, the obligations
of the Issuer in respect of the Notes can be reduced (in part or in whole), cancelled, modified,
or converted into shares, other securities or other obligations of the Issuer or any other person.
In addition, capital instruments may be written down or converted into shares or other
instruments of ownership either in connection with a resolution proceeding, or in certain other
cases described below without or prior to a resolution proceeding. Capital instruments for these
purposes include common equity tier 1, additional tier 1 and tier 2 instruments, such as the
Subordinated Notes.
The relevant resolution authority must write down capital instruments, or convert them into
shares or other instruments of ownership in any of the following circumstances (the so called
"point of non-viability"):
(i)
where the determination has been made that conditions for resolution have been met,
before any resolution action is taken;
(ii)
the appropriate authority determines that unless that power is exercised in relation to
the relevant capital instruments, the institution or the group will no longer be viable; or
(iii)
extraordinary public financial support is required by the institution, except in certain
circumstances.
4.
Are the Issuer's obligations under the Notes subject to the "Bail-In Power"?
If any Bail-In Power is exercised with respect to the Notes, you may not be able to recover all
or even part of the amount due under the Notes from the Issuer, or you may receive a different
security issued by the Issuer (or another person) in place of the amount (if any) due to you
under the Notes, which may be worth significantly less than the amount due to you under the
Notes at expiry.
The effect of the exercise of the Bail-In Power by the relevant French resolution authority over
the Issuer may include and result in any of the following, or some combination thereof:

the reduction of all, or a portion, of the amounts payable by the Issuer under the terms
of the Notes (including a reduction to zero);

the conversion of all, or a portion, of the amounts due under the Notes into shares or
other securities or other obligations of the Issuer or of another person, including by
means of an amendment, modification or variation of the contractual terms, in which
case you agree to accept in lieu of your contractual rights under the terms of the Notes
any such shares, other securities or other obligations of the Issuer or another person;

the cancellation of the Notes;

5

the amendment or alteration of the maturity of the Notes or amendment of the amount
of interest payable on the Notes, or the date on which the interest becomes payable,
including by suspending payment for a temporary period; and/or

if applicable, the variation of the terms of the Notes, if necessary to give effect to the
exercise of the Bail-In Power by the relevant resolution authority.
Accordingly, if any Bail-In Power is exercised over the Issuer with respect to Notes, you
may not be able to recover all or even part of the amount due under the Notes, or you
may receive a different security issued by the Issuer (or another person) in place of the
amount (if any) due to you under the Notes, which may be worth significantly less than
the amount due to you under the Notes at expiry.
In addition, the exercise of the Resolution Tools may also result, after any transfer of all
or part of the Issuer's business or separation of any of its assets, in the Noteholders
(even in the absence of any such write down or conversion) being left as the creditors
of the Issuer, whose remaining business or assets is insufficient to support the claims
of all or any of the creditors of the Issuer (including the Noteholders).
There are significant risks inherent in the holding of the Notes, including the risks in
relation to their subordination, the circumstances in which the Notes may be written
down or converted to ordinary shares and the implications on prospective purchasers
of Notes (such as a substantial loss), the circumstances in which such prospective
purchasers may suffer loss as a result of holding the Notes are difficult to predict and
the quantum of any loss incurred by investors in the Notes in such circumstances is
also highly uncertain. For more information, please also refer to the "Risks" section of
this Base Prospectus.
Disclaimer statement for Notes
In relation to investors in the Kingdom of Bahrain, Notes 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 CBB (as defined below) 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 amount 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 Central Bank of Bahrain ("CBB"). Accordingly, no Notes 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
Notes, 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 Notes 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 Notes will be made to the public in the Kingdom of Bahrain and this Base Prospectus must
be read by the addressee only and must not be issued, passed to, or made available to the public
generally.
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 Notes, all Notes 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 the Monetary Authority of Singapore (the "MAS") Notice

6

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 risk 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"), are to be targeted in Hong Kong at professional investors (as defined in the Securities and
Futures Ordinance (Cap. 571, Laws of Hong Kong) and its subsidiary legislation, "Professional
Investors") only. Unless otherwise specified in the applicable Final Terms in respect of any Notes, all
Notes 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 Notes with loss-absorption features unless they are Professional Investors and
understand the risks involved. Such Notes are generally not suitable for retail investors in Hong
Kong in either the primary or the secondary markets.
Notice to Canadian Purchasers of Notes other than Canadian Notes
Prospective Canadian purchasers of Notes are advised that the information contained within this Base
Prospectus has not been prepared with regard to matters that may be of particular concern to Canadian
purchasers. Accordingly, prospective Canadian purchasers of Notes should consult with their own legal,
financial and tax advisers concerning the information contained within the Base Prospectus and as to
the suitability of an investment in the Notes in their particular circumstances.
Securities legislation in certain provinces or territories of Canada may provide a Canadian purchaser
with remedies for rescission or damages if this Base Prospectus (including any amendment thereto)
contains a misrepresentation, provided that the remedies for rescission or damages are exercised by
the Canadian purchaser within the time limit prescribed by the securities legislation of the Canadian
purchaser's province or territory. The purchaser should refer to any applicable provisions of the
securities legislation of the Canadian purchaser's province or territory for particulars of these rights or
consult with a legal advisor.
Prospective Canadian purchasers are hereby notified that: (a) any of the Issuer or the Dealers may be
required to provide personal information pertaining to any Canadian purchaser as required to be
disclosed in Schedule 1 of Form 45-106F1 under National Instrument 45-106 Prospectus Exemptions
("NI45-106") (including the Canadian purchaser's name, address, telephone number and the aggregate
purchase price of any Notes purchased) ("personal information"), which Form 45-106F1 may be
required to be filed under NI 45-106, (b) such personal information may be delivered to the Ontario
Securities Commission ("OSC") and/or other applicable securities regulators in accordance with NI 45-
106, (c) such personal information is collected indirectly by the OSC and other applicable Canadian
securities regulators under the authority granted under the securities legislation of Ontario and other
applicable Canadian securities laws, (d) such personal information is collected for the purposes of the
administration and enforcement of the securities legislation of the relevant Canadian jurisdiction, and
(e) the contact information in each local Canadian jurisdiction for questions about the collection of such
personal information as at the date of the Base Prospectus is as follows:

Ontario Securities Commission
Autorité des marchés financiers
20 Queen Street West, 22nd Floor
800, Square Victoria, 22e étage
Toronto, Ontario M5H 3S8
C.P. 246, Tour de la Bourse
Telephone: (416) 593- 8314
Montréal, Québec H4Z 1G3
Toll free in Canada: 1-877-785-1555
Telephone: (514) 395-0337 or 1-877-525-0337
Facsimile: (416) 593-8122
Facsimile: (514) 864-6381 (For privacy
Email: [email protected]
requests only)
Public official contact regarding indirect
Email: [email protected]
collection of information: Inquiries Officer

Alberta Securities Commission
British Columbia Securities Commission

7

Suite 600, 250 - 5th Street SW
P.O. Box 10142, Pacific Centre
Calgary, Alberta T2P 0R4
701 West Georgia Street
Telephone: (403) 297-6454
Vancouver, British Columbia V7Y 1L2
Toll free in Canada: 1-877-355-0585
Inquiries: (604) 899-6581
Facsimile: (403) 297-2082
Toll free in Canada: 1-800-373-6393
Facsimile: (604) 899-6581
Attention: FOI Inquiries
Email: [email protected]

Financial and Consumer Affairs Authority of
The Manitoba Securities Commission
Saskatchewan
500 - 400 St. Mary Avenue
Suite 601 - 1919 Saskatchewan Drive
Winnipeg, Manitoba R3C 4K5
Regina, Saskatchewan S4P 4H2
Telephone: (204) 945-2548
Telephone: (306) 787-5879
Toll free in Manitoba 1-800-655-5244
Facsimile: (306) 787-5899
Facsimile: (204) 945-0330

Nova Scotia Securities Commission
Financial and Consumer Services
Suite 400, 5251 Duke Street
Commission (New Brunswick)
Duke Tower
85 Charlotte Street, Suite 300
P.O. Box 458
Saint John, New Brunswick E2L 2J2
Halifax, Nova Scotia B3J 2P8
Telephone: (506) 658-3060
Telephone: (902) 424-7768
Toll free in Canada: 1-866-933-2222
Facsimile: (902) 424-4625
Facsimile: (506) 658-3059
Email: [email protected]

Each prospective Canadian purchaser that purchases any Notes will be deemed to have authorised the
indirect collection of the personal information by the OSC and/or other applicable Canadian provincial
securities regulators, and to have acknowledged and consented to its name, address, telephone
number and other specified information, including the aggregate purchase price paid by the Canadian
purchaser, being disclosed to relevant Canadian securities regulatory authorities, and to have
acknowledged that such information may become available to the public in accordance with
requirements of applicable Canadian laws.
Upon receipt of this Base Prospectus, each Canadian purchaser is hereby deemed to confirm that it
has expressly requested that all documents evidencing or relating in any way to the sale of Notes
described herein (including, for the avoidance of doubt, any purchase confirmation or any notice) be
drawn up in the English language only. Par la réception de ce document, chaque acheteur canadien
est réputé d'avoir confirmé par les présentes qu'il a expressément exigé que tous les documents faisant
foi ou se rapportant de quelque manière que ce soit à la vente des titres décrits aux présentes (incluant,
pour éviter toute incertitude, toute confirmation d'achat ou tout avis) soient rédigés en anglais
seulement.
IMPORTANT EEA AND UK RETAIL INVESTORS If the Final Terms in respect of any Notes
specifies "Prohibition of Sales to EEA and UK Retail Investors" as:
(i)
"Applicable", the Notes 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"). Consequently, no key information document required by
Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the Notes or
otherwise making them available to retail investors in the EEA or the UK has been prepared,
and therefore, offering or selling the Notes or otherwise making them available to any retail
investor in the EEA or the UK may be unlawful under the PRIIPs Regulation; or
(ii)
"Applicable, other than in the jurisdiction(s) for which a key information document will be made
available", the Notes 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 the
UK, other than in those jurisdiction(s) where a key information document required pursuant to
the PRIIPs Regulation will be made available. Consequently, no key information document
required by the PRIIPs Regulation for offering or selling the Notes or otherwise making them

8

available to retail investors in the EEA or 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 Notes or otherwise making them available to any retail investor in the
EEA or the UK may be unlawful under the PRIIPs Regulation; or
(iii)
"Not applicable", then the Notes may be offered, sold or otherwise made available to any retail
investor in the EEA or the UK, provided that, where a key information document is required
pursuant to the PRIIPs Regulation, the Notes may only be offered, sold or otherwise made
available to retail investors in the EEA or the UK in jurisdiction(s) for which a key information
document has been made available. Consequently, if no key information document required by
the PRIIPs Regulation for offering or selling the Notes or otherwise making them available to
retail investors in the EEA or the UK has been prepared, offering or selling the Notes or
otherwise making them available to any retail investor in the EEA or the UK may be unlawful
under the PRIIPs Regulation, other than in respect of 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.
Amounts payable under the Notes 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 and in respect of a Non-Exempt Offer of Notes only,
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 Notes will include
a legend entitled "MiFID II product governance/target market assessment" which will outline the target
market assessment in respect of the Notes, taking into account the five categories in item 18 of the
Guidelines published by ESMA on 5 February 2018, and which channels for distribution of the Notes
are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor"
as defined in MiFID II) 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 Notes (by either adopting or refining the target market assessment) and determining appropriate
distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the Product
Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"),
any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither
the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose
of the MiFID Product Governance Rules.

9

Table of Contents

Overview of this Base Prospectus ........................................................................................................ 11
Risks ...................................................................................................................................................... 25
Investment Considerations.................................................................................................................... 69
User's guide to the Base Prospectus .................................................................................................... 90
Forward-Looking Statements ................................................................................................................ 94
Presentation of Financial Information ................................................................................................... 94
Documents Incorporated by Reference ................................................................................................ 95
Terms and Conditions of the English Law Notes ................................................................................ 106
Terms and Conditions of the French Law Notes ................................................................................ 196
Annex 1 Additional Terms and Conditions for Payouts ...................................................................... 272
Annex 2 Additional Terms and Conditions for Index Linked Notes..................................................... 338
Annex 3 Additional Terms and Conditions for Share Linked Notes .................................................... 383
Annex 4 Additional Terms and Conditions for Inflation Linked Notes ................................................. 406
Annex 5 Additional Terms and Conditions for Commodity Linked Notes ........................................... 413
Annex 6 Additional Terms and Conditions for Fund Linked Notes ..................................................... 425
Annex 7 Additional Terms and Conditions for Credit Linked Notes .................................................... 441
Annex 8 Additional Terms and Conditions for ETI Linked Notes ........................................................ 516
Annex 9 Additional Terms and Conditions for Foreign Exchange (FX) Rate Linked Notes ............... 553
Annex 10 Additional Terms and Conditions for Underlying Interest Rate Linked Notes .................... 565
Use of Proceeds .................................................................................................................................. 573
Description of BNPP Indices ............................................................................................................... 574
Connected Third Party Indices ............................................................................................................ 643
Form of the Notes ............................................................................................................................... 644
Clearing Systems ................................................................................................................................ 648
[Form of] Final Terms .......................................................................................................................... 650
[Form of] Final Terms for Exempt Notes ............................................................................................. 720
Taxation............................................................................................................................................... 784
French Taxation .................................................................................................................................. 785
Hong Kong Taxation ........................................................................................................................... 788
U.S. Dividend Equivalent Withholding ................................................................................................ 790
Foreign Account Tax Compliance Act ................................................................................................. 791
Certain Considerations for ERISA and Other Employee Benefit Plans .............................................. 792
Subscription and Sale ......................................................................................................................... 794
General Information ............................................................................................................................ 804
Responsibility Statement ..................................................................................................................... 818

10