Bond BNP Paribas SA 0% ( NL0011769062 ) in USD

Issuer BNP Paribas SA
Market price 100 %  ▲ 
Country  Netherlands
ISIN code  NL0011769062 ( in USD )
Interest rate 0%
Maturity 06/05/2022 - Bond has expired



Prospectus brochure of the bond BNP Paribas NL0011769062 in USD 0%, expired


Minimal amount /
Total amount /
Detailed description 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.

The Bond issued by BNP Paribas SA ( Netherlands ) , in USD, with the ISIN code NL0011769062, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Bond maturity is 06/05/2022








MARKET ACCESS SECURITIES BASE PROSPECTUS
DATED 5 JULY 2018


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 and Certificates

This document (the "Base Prospectus") constitutes a base prospectus in respect of Warrants and Certificates
issued under the Note, Warrant and Certificate Programme of BNP Paribas Issuance B.V. ("BNPP B.V.") and
BNP Paribas ("BNPP") (the "Programme"). Any W&C Securities (as defined below) issued on or after the
date of this Base Prospectus pursuant to Final Terms referencing this Base Prospectus are issued subject to the
provisions herein. This does not affect any W&C Securities issued before the date of this Base Prospectus. This
Base Prospectus constitutes a base prospectus for the purposes of Article 5.4 of the Prospectus Directive.
Prospectus Directive means Directive 2003/71/EC (as amended) and includes any relevant implementing
measure in a relevant Member State of the European Economic Area (the "EEA").
Application has been made to the Autorité des marchés financiers ("AMF") in France for approval of this Base
Prospectus in its capacity as competent authority pursuant to Article 212.2 of its Règlement Général which
implements the Prospectus Directive. 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 EEA.
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
W&C Securities being "listed" (and all related references) shall mean that such W&C 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) or on such other or further stock exchange(s) as the relevant Issuer
may decide. Each Issuer may also issue unlisted W&C Securities. The applicable Final Terms (as defined
below) will specify whether or not W&C 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 Directive only applies to W&C 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 3.2 of the Prospectus Directive (as implemented
in the relevant Member State(s)). Each Issuer may issue W&C Securities for which no prospectus is required to
be published under the Prospectus Directive ("Exempt Securities") under this Base Prospectus. See "Exempt
Securities" in the "General Description of the Programme and Payout Methodology under this Base
Prospectus" section below. The AMF has neither approved nor reviewed information contained in this Base
Prospectus in connection with Exempt Securities.
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Under 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 certificates ("Certificates" and, together with the Warrants,
"W&C Securities") of any kind including, but not limited to, W&C Securities relating to a specified index or a
basket of indices, a specified share, global depositary receipt ("GDR") or American depositary receipt ("ADR")
or a basket of 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 fund share or unit or basket of fund shares or units, a specified entity or entities and
any other types of W&C Securities including hybrid W&C Securities whereby the underlying asset(s) may be
any combination of such indices, shares, interests in exchange traded instruments, debt, fund shares or units, or
other asset classes or types. Each issue of the W&C Securities will be issued on the terms set out herein which
are relevant to such W&C Securities under "Terms and Conditions of the W&C Securities" (the "Security
Conditions" or the "Conditions"). Notice of, inter alia, the specific designation of the W&C Securities the
number and type of the W&C Securities, the date of issue of the W&C Securities, the issue price (if applicable),
the underlying asset, index, fund, or other item(s) to which the W&C Securities relate, the exercise period or
date (in the case of Warrants), the redemption date (in the case of Certificates), whether they are interest
bearing, partly paid, redeemable in instalments (in the case of Certificates), exercisable (on one or more exercise
dates) (in the case of Certificates), whether the W&C Securities are eligible for sale in the United States and
certain other terms relating to the offering and sale of the W&C Securities will be set out in a final terms
document (the "Final Terms") which may be issued for more than one series of W&C Securities and will be
filed with the AMF. Copies of Final Terms in relation to W&C 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
16 of the Prospectus Directive or (y) a prospectus.
W&C Securities related to a specified interest in an exchange traded instrument or basket of interests in
exchange traded instruments, a specified fund share or unit or basket of fund shares or units or hybrid W&C
Securities related to any of these asset classes, may not at any time be offered, sold, resold, held, traded,
pledged, exercised (in the case of Warrants), settled or redeemed (in the case of Certificates), 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 under the Securities Act ("Regulation S"); or (ii) a person other than
a "Non-United States person" as defined in Rule 4.7 under the United States Commodity Exchange Act of 1936,
as amended (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 United States
Commodity Futures Trading Commission (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 W&C Securities that can be offered,
sold, resold, held, traded, pledged, exercised, redeemed, transferred or delivered and the terms of such W&C
Securities.
Neither the United States Securities and Exchange Commission (the "SEC") nor any 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. W&C Securities issued by BNPP B.V. will be guaranteed by
BNP Paribas (in such capacity, the "Guarantor") pursuant to a Deed of Guarantee (the "Guarantee"), the form
of which is set out herein.
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 W&C Securities will entitle the holder thereof on due exercise (in the case of Warrants) or on the
Instalment Date(s) and/or the Redemption Date (in the case of Certificates) (or, in the case of Multiple Exercise
Certificates, each Exercise Settlement Date) to receive a cash amount (if any) calculated in accordance with the
relevant terms, all as set forth herein and in the applicable Final Terms.
Capitalised terms used in this Base Prospectus shall, unless otherwise defined, have the meanings set forth in the
Conditions.
Prospective purchasers of W&C Securities should ensure that they understand the nature of the relevant
W&C Securities and the extent of their exposure to risks and that they consider the suitability of the
relevant W&C Securities as an investment in the light of their own circumstances and financial condition.
W&C Securities involve a high degree of risk and potential investors should be prepared to sustain a total
loss of the purchase price of their W&C Securities. See "Risks" on pages 152 to 195.
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In particular, the W&C Securities and the Guarantee have not been, and will not be, registered under the
United States Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws and
trading in the W&C Securities has not been approved by the CFTC under the Commodity Exchange Act.
Neither Issuer has registered as an investment company pursuant to the United States Investment
Company Act of 1940, as amended (the "Investment Company Act"). Unless such Securities are U.S.
Securities as specified in the applicable Final Terms, the W&C Securities are being offered and sold in
reliance on Regulation S. No W&C Securities of such series, 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 ; (ii) a person other than a "Non-United States person" as defined in Rule 4.7
under the Commodity Exchange Act; (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"). 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. The W&C Securities of such series
may not 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 W&C Securities may also be offered and sold in the United States to persons reasonably
believed to be both qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities
Act ("Rule 144A") 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 W&C 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. See the Conditions below.
The Issuers have requested the AMF to provide the competent authorities in Luxembourg with a certificate of
approval attesting that the Base Prospectus has been drawn up in accordance with the Prospectus Directive.
In the event that the applicable Final Terms specify that W&C Securities are eligible for sale in the United
States ("U.S. Warrants" or "U.S. Certificates", as the case may be, and together, the "U.S. Securities"), (A)
the W&C Securities sold in the United States to QIBs who are QPs 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, société anonyme ("Clearstream, Luxembourg") or Euroclear Bank S.A./N.V.
("Euroclear") and/or any other relevant clearing system and (B) W&C Securities sold outside the United States
to non-U.S. persons will be represented by 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 W&C Securities are eligible for sale
within the United States or to U.S. persons, the W&C 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. Such
U.S. Securities will be subject to additional restrictions as set forth in the applicable U.S. wrapper to the Base
Prospectus, including restrictions on the types of Securities that can be offered, sold, resold, held, traded,
pledged, exercised, redeemed, transferred or delivered and the terms of such Securities.
The securities described in this Base Prospectus may only be offered in the Netherlands to Qualified Investors
(as defined in the Prospectus Directive).
BNPP B.V.'s long-term credit ratings are A with a stable outlook (Standard & Poor's Credit Market Services
France SAS ("Standard & Poor's")) and BNPP B.V.'s short term credit ratings are A-1 (Standard & Poor's).
BNPP's long-term credit ratings are A with a positive outlook (Standard & Poor's), Aa3 with a stable outlook
(Moody's Investors Service Ltd. ("Moody's")), A+ with a stable 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). Each of Standard & Poor's,
Moody's, Fitch France and DBRS is established in the European Union 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
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accordance with the CRA Regulation. W&C Securities 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 by the assigning rating agency. Please also refer to "Credit Ratings may not
Reflect all Risks" in the Risks section of this Base Prospectus.
IMPORTANT ­ EEA RETAIL INVESTORS ­ If the Final Terms in respect of any W&C Securities specifies
the "Prohibition of Sales to EEA Retail Investors ­ Legend" as applicable, the W&C 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, other than in the jurisdiction(s) for which a key information document will be
made available. If the Final Terms in respect of any W&C Securities specifies the "Prohibition of Sales to EEA
Retail Investors ­ Legend" as not applicable, the W&C Securities may be offered, sold or otherwise made
available to any retail investor in the EEA, provided that, where a key information document is required
pursuant to the PRIIPs Regulation (as defined below), the W&C Securities may only be offered, sold or
otherwise made available to retail investors in the EEA 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 2002/92/EC (as amended, the "Insurance Mediation 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 Directive. Consequently, no key information
document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the
W&C Securities or otherwise making them available to retail investors in the EEA 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 W&C Securities or otherwise making them available to any retail investor in the EEA
may be unlawful under the PRIIPs Regulation.
Amounts payable under the W&C Securities 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 W&C Securities may
include a legend entitled "MiFID II product governance/target market assessment" which will outline the target
market assessment in respect of the W&C Securities and which channels for distribution of the W&C Securities
are appropriate. Any person subsequently offering, selling or recommending the W&C 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 W&C Securities (by
either adopting or refining the target market assessment) and determining appropriate distribution channels.
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TABLE OF CONTENTS
Page
PROGRAMME SUMMARY IN RELATION TO THIS BASE PROSPECTUS .................................................................. 7
PROGRAMME SUMMARY IN RELATION TO THIS BASE PROSPECTUS (IN FRENCH) ............................................ 37
PRO FORMA ISSUE SPECIFIC SUMMARY OF THE PROGRAMME IN RELATION TO THIS BASE PROSPECTUS ........ 72
PRO FORMA ISSUE SPECIFIC SUMMARY OF THE PROGRAMME IN RELATION TO THIS BASE PROSPECTUS
(IN FRENCH) ................................................................................................................................................. 110
RISKS ............................................................................................................................................................ 152
USER'S GUIDE TO THE BASE PROSPECTUS ..................................................................................................... 196
AVAILABLE INFORMATION ............................................................................................................................ 200
FORWARD-LOOKING STATEMENTS ............................................................................................................... 200
PRESENTATION OF FINANCIAL INFORMATION .............................................................................................. 200
DOCUMENTS INCORPORATED BY REFERENCE ............................................................................................... 201
GENERAL DESCRIPTION OF THE PROGRAMME AND PAYOUT METHODOLOGY UNDER THIS BASE
PROSPECTUS ................................................................................................................................................ 216
[FORM OF] FINAL TERMS FOR THE SECURITIES.............................................................................................. 219
TERMS AND CONDITIONS OF THE W&C SECURITIES ...................................................................................... 254
ANNEX 1 Additional Terms and Conditions for Payouts ................................................................... 327
ANNEX 2 Additional Terms and Conditions for Index Securities ....................................................... 335
ANNEX 3 Additional Terms and Conditions for Share Securities ....................................................... 344
ANNEX 4 Additional Terms and Conditions for ETI Securities ........................................................... 357
ANNEX 5 Additional Terms and Conditions for Debt Securities ........................................................ 374
ANNEX 6 Additional Terms and Conditions for Fund Securities ........................................................ 376
ANNEX 7 Additional Terms And Conditions For Market Access Securities......................................... 389
USE OF PROCEEDS ........................................................................................................................................ 398
FORM OF GUARANTEE.................................................................................................................................. 399
FORM OF THE W&C SECURITIES .................................................................................................................... 403
DESCRIPTION OF BNPP B.V. .......................................................................................................................... 404
DESCRIPTION OF BNPP ................................................................................................................................. 408
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BOOK-ENTRY CLEARANCE SYSTEMS .............................................................................................................. 409
BOOK-ENTRY SYSTEMS ................................................................................................................................. 409
TAXATION .................................................................................................................................................... 413
FRENCH TAXATION ....................................................................................................................................... 414
LUXEMBOURG TAXATION ............................................................................................................................. 417
U.S. FEDERAL INCOME TAXATION ................................................................................................................. 418
U.S. DIVIDEND EQUIVALENT WITHHOLDING ................................................................................................. 428
FOREIGN ACCOUNT TAX COMPLIANCE ACT ................................................................................................... 430
OTHER TAXATION ......................................................................................................................................... 431
CERTAIN CONSIDERATIONS FOR ERISA AND OTHER EMPLOYEE BENEFIT PLANS ............................................ 432
NOTICE TO PURCHASERS AND HOLDERS OF U.S. SECURITIES AND TRANSFER RESTRICTIONS ......................... 435
OFFERING AND SALE..................................................................................................................................... 442
GENERAL INFORMATION .............................................................................................................................. 456
RESPONSIBILITY STATEMENT ........................................................................................................................ 467

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PROGRAMME SUMMARY IN RELATION TO THIS BASE PROSPECTUS
Summaries are made up of disclosure requirements known as "Elements". These Elements are numbered in
Sections A ­ E (A.1 ­ E.7). This summary contains all the Elements required to be included in a summary for
this type of W&C Securities, Issuer and Guarantor. Because some Elements are not required to be addressed,
there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be
inserted in the summary because of the type of W&C Securities, Issuer and Guarantor, it is possible that no
relevant information can be given regarding the Element. In this case a short description of the Element should
be included in the summary explaining why it is not applicable.
Section A - Introduction and warnings

Element
Title

A.1
Warning that the

This summary should be read as an introduction to the Base
summary should be
Prospectus and the applicable Final Terms. In this summary,
read as an
unless otherwise specified and except as used in the first
introduction and
paragraph of Element D.3, "Base Prospectus" means the Base
provision as to
Prospectus of BNPP B.V. and BNPP dated 5 July 2018 as
claims
supplemented from time to time under the Note, Warrant and
Certificate Programme of BNPP B.V. and BNPP. In the first
paragraph of Element D.3, "Base Prospectus" means the Base
Prospectus of BNPP B.V. and BNPP dated 5 July 2018 under
the Note, Warrant and Certificate Programme of BNPP B.V.
and BNPP.

Any decision to invest in any W&C Securities should be based
on a consideration of this Base Prospectus as a whole,
including any documents incorporated by reference and the
applicable Final Terms.

Where a claim relating to information contained in the Base
Prospectus and the applicable Final Terms is brought before a
court in a Member State of the European Economic Area, the
plaintiff may, under the national legislation of the Member
State where the claim is brought, be required to bear the costs
of translating the Base Prospectus and the applicable Final
Terms before the legal proceedings are initiated.

No civil liability will attach to the Issuer or the Guarantor (if
any) in any such Member State solely on the basis of this
summary, including any translation hereof, unless it is
misleading, inaccurate or inconsistent when read together with
the other parts of this Base Prospectus and the applicable Final
Terms or, following the implementation of the relevant
provisions of Directive 2010/73/EU in the relevant Member
State, it does not provide, when read together with the other
parts of this Base Prospectus and the applicable Final Terms,
key information (as defined in Article 2.1(s) of the Prospectus
Directive) in order to aid investors when considering whether
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Element
Title

to invest in the W&C Securities.
A.2
Consent as to use
Certain issues of W&C Securities with an issue price of less than
the Base
EUR100,000 (or its equivalent in any other currency) may be offered in
Prospectus, period
circumstances where there is no exemption from the obligation under the
of validity and
Prospectus Directive to publish a prospectus. Any such offer is referred to
other conditions
as a "Non-exempt Offer". Subject to the conditions set out below, the
attached
Issuer consents to the use of this Base Prospectus in connection with a Non-
exempt Offer of W&C Securities by the Managers, any financial
intermediary named as an Authorised Offeror in the applicable Final Terms
and any financial intermediary whose name is published on BNPP's website
(https://rates-globalmarkets.bnpparibas.com/gm/Public/LegalDocs.aspx)
and identified as an Authorised Offeror in respect of the relevant Non-
exempt Offer (each an "Authorised Offeror").


Offer period: The Issuer's consent is given for Non-exempt Offers of W&C
Securities during the Offer Period specified in the applicable Final Terms.


Conditions to consent: The conditions to the Issuer's consent (in addition to
the conditions referred to above) are that such consent (a) is only valid
during the Offer Period specified in the applicable Final Terms; and (b)
only extends to the use of this Base Prospectus to make Non-exempt Offers
of the relevant Tranche of W&C Securities in the Non-exempt Offer
Jurisdictions specified in the applicable Final Terms.


AN INVESTOR INTENDING TO PURCHASE OR PURCHASING
ANY W&C SECURITIES IN A NON-EXEMPT OFFER FROM AN
AUTHORISED OFFEROR WILL DO SO, AND OFFERS AND
SALES OF SUCH SECURITIES TO AN INVESTOR BY SUCH
AUTHORISED OFFEROR WILL BE MADE, IN ACCORDANCE
WITH THE TERMS AND CONDITIONS OF THE OFFER IN
PLACE BETWEEN SUCH AUTHORISED OFFEROR AND SUCH
INVESTOR INCLUDING ARRANGEMENTS IN RELATION TO
PRICE, ALLOCATIONS, EXPENSES AND SETTLEMENT. THE
RELEVANT INFORMATION WILL BE PROVIDED BY THE
AUTHORISED OFFEROR AT THE TIME OF SUCH OFFER.
Section B - Issuers and Guarantor

Element
Title

B.1
Legal and
W&C Securities may be issued under this Base Prospectus under the Note,
commercial name
Warrant and Certificate Programme by BNP Paribas Issuance B.V. ("BNPP
of the Issuer
B.V.") or BNP Paribas ("BNPP" or the "Bank") (together the "Issuers" and
each an "Issuer").
B.2
Domicile/ legal
BNPP B.V. was incorporated in the Netherlands as a private company with
form/ legislation/
limited liability under Dutch law having its registered office at Herengracht
country of
595, 1017 CE Amsterdam, the Netherlands; and
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Element
Title

incorporation


BNPP was incorporated in France as a société anonyme under French law
and licensed as a bank having its head office at 16, boulevard des Italiens ­
75009 Paris, France.
B.4b
Trend information
In respect of BNPP:
Macroeconomic environment.
Macroeconomic and market conditions affect BNPP's results. The nature of
BNPP's business makes it particularly sensitive to macroeconomic and
market conditions in Europe, which have been at times challenging and
volatile in recent years.
In 2017, global growth increased to about 3.5%, reflecting an improvement
in all geographic regions. In the large developed countries, this increase in
activity is leading to a tightening of, or a tapering of, accommodating
monetary policy. However, with inflation levels still very moderate, the
central banks are able to manage this transition very gradually, without
compromising the economic outlook. The IMF expects worldwide growth
to strengthen further in 2018 and has revised its forecast from +3.6% to
+3.7%: the slight slowing down expected in the advanced economies should
be more than offset by the forecast improvement in the emerging economies
(driven by the recovery in Latin America and the Middle East, and despite
the structural lower pace of economic growth in China).

In this context, the following two risk categories can be identified:

Risks of financial instability due to the conduct of monetary policies
Two risks should be emphasised: a sharp increase in interest rates and the
current very accommodating monetary policy being maintained for too
long.
On the one hand, the continued tightening of monetary policy in the United
States (which started in 2015) and the less-accommodating monetary policy
in the euro zone (a planned reduction in assets purchases starting in January
2018) involve risks of financial turbulence. The risk of an inadequately
controlled rise in long-term interest rates may in particular be emphasised,
under the scenario of an unexpected increase in inflation or an unanticipated
tightening of monetary policies. If this risk materialises, it could have
negative consequences on the asset markets, particularly those for which
risk premiums are extremely low compared to their historic average,
following a decade of accommodating monetary policies (credit to non-
investment grade corporates or countries, certain sectors of the equity
markets, real estate, etc.).
On the other hand, despite the upturn since mid-2016, interest rates remain
low, which may encourage excessive risk-taking among some financial
market participants: lengthening maturities of financings and assets held,
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Element
Title

less stringent credit policy, and an increase in leveraged financings. Some
of these participants (insurance companies, pension funds, asset managers,
etc.) have an increasingly systemic dimension and in the event of market
turbulence (linked for example to a sharp rise in interest rates and/or a sharp
price correction) they could be brought to unwind large positions in
relatively weak market liquidity.
Systemic risks related to increased debt
Macroeconomically, the impact of a rate increase could be significant for
countries with high public and/or private debt-to-GDP. This is particularly
the case for the United States and certain European countries (in particular
Greece, Italy, and Portugal), which are posting public debt-to-GDP ratios
often above 100% but also for emerging countries.
Between 2008 and 2017, the latter recorded a marked increase in their debt,
including foreign currency debt owed to foreign creditors. The private
sector was the main source of the increase in this debt, but also the public
sector to a lesser extent, particularly in Africa. These countries are
particularly vulnerable to the prospect of a tightening in monetary policies
in the advanced economies. Capital outflows could weigh on exchange
rates, increase the costs of servicing that debt, import inflation, and cause
the emerging countries' central banks to tighten their credit conditions. This
would bring about a reduction in forecast economic growth, possible
downgrades of sovereign ratings, and an increase in risks for the banks.
While the exposure of the BNP Paribas Group to emerging countries is
limited, the vulnerability of these economies may generate disruptions in
the global financial system that could affect the Group and potentially alter
its results.
It should be noted that debt-related risk could materialise, not only in the
event of a sharp rise in interest rates, but also with any negative growth
shocks.
Laws and regulations applicable to financial institutions
Recent and future changes in the laws and regulations applicable to
financial institutions may have a significant impact on BNPP. Measures that
were recently adopted or which are (or whose application measures are) still
in draft format, that have or are likely to have an impact on BNPP notably
include:
-
the structural reforms comprising the French banking law of 26
July 2013 requiring that banks create subsidiaries for or segregate
"speculative" proprietary operations from their traditional retail
banking activities, the "Volcker rule" in the US which restricts
proprietary transactions, sponsorship and investment in private
equity funds and hedge funds by US and foreign banks, and
upcoming potential changes in Europe;
-
regulations governing capital: the Capital Requirements Directive
0079467-0000115 HK:25089952.1
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