Bond BNP Paribas SA 4.25% ( XS1322384998 ) in AUD

BNP Paribas SA

100 % ▲

France

XS1322384998 ( in AUD )

4.25% per year ( payment 2 times a year)

18/11/2025

Prospectus brochure of the bond BNP Paribas XS1322384998 en AUD 4.25%, maturity 18/11/2025

2 000 AUD

145 000 000 AUD

19/11/2025 ( In 15 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.

The Bond issued by BNP Paribas SA ( France ) , in AUD, with the ISIN code XS1322384998, pays a coupon of 4.25% per year.
The coupons are paid 2 times per year and the Bond maturity is 18/11/2025

BASE PROSPECTUS
DATED 9 JUNE 2015

BNP Paribas Arbitrage Issuance B.V.
(incorporated in The Netherlands)
(as Issuer)
BNP Paribas
(incorporated in France)
(as Issuer and Guarantor)
BNP Paribas Fortis Funding
(incorporated in Luxembourg)
(as Issuer)
BNP Paribas Fortis SA/NV
(incorporated in Belgium)
(as Guarantor)
BGL BNP Paribas
(incorporated in Luxembourg)
(as Issuer)
Note, Warrant and Certificate Programme

This document (the "Base Prospectus") constitutes a base prospectus in respect of the Programme (as defined below). Any Securities (as defined
below) issued on or after the date of this Base Prospectus are issued subject to the provisions herein. This does not affect any Securities issued before
the date of this Base Prospectus. This Base Prospectus constitutes a base prospectus for the purposes of Article 5.4 of the Prospectus Directive.
Prospectus Directive means Directive 2003/71/EC (as amended including by Directive 2010/73/EU)and includes any relevant implementing measure
in a relevant Member State of the European Economic Area.
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 European Economic Area.
Euronext Paris is a regulated market for the purposes of the Markets in Financial Instruments Directive 2004/39/EC (each such regulated market
being a "Regulated Market"). Reference in this Base Prospectus to Securities being "listed" (and all related references) shall mean that such
Securities have been listed and admitted to trading on Euronext Paris or, as the case may be, a Regulated Market (including the regulated market of
the Luxembourg Stock Exchange) or on such other or further stock exchange(s) as the relevant Issuer may decide. Each Issuer may also issue
unlisted Securities. The applicable Final Terms (as defined below) will specify whether or not Securities are to be listed and admitted to trading and,
if so, the relevant Regulated Market or other or further stock exchange(s).
The requirement to publish a prospectus under the Prospectus Directive only applies to Securities which are to be admitted to trading on a regulated
market in the European Economic Area and/or offered to the public in the European Economic Area 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)).
The Issuers may issue 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" section below. The AMF has
neither approved nor reviewed information contained in this Base Prospectus in connection with Exempt Securities.
Under the terms of the Note, Warrant and Certificate Programme (the "Programme"), each of BNP Paribas Arbitrage Issuance B.V. ("BNPP B.V."),
BNP Paribas ("BNPP"), BNP Paribas Fortis Funding ("BP2F") and BGL BNP Paribas ("BGL" and, together with BNPP B.V., BNPP and BP2F the
"Issuers" and each an "Issuer") may from time to time issue warrants ("Warrants"), certificates ("Certificates" and, together with the Warrants,
"W&C Securities") and, other than in the case of BNPP, notes ("Notes", and together with the W&C Securities, "Securities") of any kind including,
but not limited to, 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 debt futures or debt options contract or a basket of debt futures or
debt options contracts, a specified currency or a basket of currencies, a specified commodity or commodity index, or a basket of commodities and/or
commodity indices, a specified inflation index or a basket of inflation indices, a specified fund share or unit or basket of fund shares or units, a
specified futures contract or basket of futures contracts, a specified underlying interest rate or basket of underlying interest rates, or the credit of a

specified entity or entities, open end Certificates ("Open End Certificates") and open end turbo Certificates ("OET Certificates") and any other
types of Securities including hybrid Securities whereby the underlying asset(s) may be any combination of such indices, shares, interests in exchange
traded instruments, debt, currency, commodities, inflation indices, fund shares or units, future contracts, credit of specified entities, underlying
interest rates, or other asset classes or types. Each issue of Securities will be issued on the terms set out herein which are relevant to such Securities
under "Terms and Conditions of the Notes" in respect of Notes (the "Note Conditions") or "Terms and Conditions of the W&C Securities" in respect
of W&C Securities (the "W&C Security Conditions" and, together with the Note Conditions, the "Conditions"). Notice of, inter alia, the specific
designation of the Securities, the aggregate nominal amount or number and type of the Securities, the date of issue of the Securities, the issue price,
the underlying asset, index, fund, reference entity or other item(s) to which the Securities relate, the exercise period or date (in the case of Warrants),
the redemption date (in the case of Certificates), the maturity date (in the case of Notes), whether they are interest bearing, partly paid, redeemable in
instalments (in the case of Notes or Certificates), exercisable (on one or more exercise dates) (in the case of Certificates), the governing law of the
Securities, whether the Securities are eligible for sale in the United States and certain other terms relating to the offering and sale of the Securities will
be set out in a final terms document (the "Final Terms") which in the case of W&C Securities may be issued for more than one series of Securities
and will be filed with the AMF. Copies of Final Terms in relation to Securities to be listed on Euronext Paris will also be published on the website of
the AMF (www.amf-france.org). References herein to the Final Terms may include, in the case of U.S. Securities, (x) a supplement to the Base
Prospectus under Article 16 of the Prospectus Directive or (y) a prospectus.
Securities may be governed by English law ("English Law Securities") and, in the case of W&C Securities issued by BNPP B.V. and BNPP, French
law ("French Law Securities"), as specified in the applicable Final Terms, and the corresponding provisions in the Conditions will apply to such
Securities. Only English Law Securities will be U.S. Securities.
In certain circumstances at the commencement of an offer period in respect of Securities but prior to the issue date, certain specific information
(specifically, the fixed rate of interest, minimum and/or maximum rate of interest payable, the margin applied to the floating rate of interest payable,
the gearing applied to the interest or final payout, the Gearing Up applied to the final payout, (in the case of Autocall Securities, Autocall One Touch
Securities or Autocall Standard Securities) the FR Rate component of the final payout (which will be payable if certain conditions are met, as set out
in the Payout Conditions), the AER Exit Rate used if an Automatic Early Redemption Event occurs, the Bonus Coupon component of the final payout
(in the case of Vanilla Digital Securities), any constant percentage (being any of Constant Percentage, Constant Percentage 1, Constant Percentage 2,
Constant Percentage 3 or Constant Percentage 4) component of the final payout (which will be payable if certain conditions are met, as set out in the
Payout Conditions) and/or the Knock-in Level and/or Knock-out Level used to ascertain whether a Knock-in Event or Knock-out Event, as
applicable, has occurred) may not be known. In these circumstances, the Final Terms will specify an indicative range in respect of the relevant rates,
levels or percentages and the actual rate, level or percentage, as applicable, will be notified to investors prior to the Issue Date. Accordingly, in these
circumstances investors will be required to make their decision to invest in the relevant Securities based on the indicative range specified in the Final
Terms. Notice of the actual rate, level or percentage, as applicable, will be published in the same manner as the publication of the Final Terms.
Notes issued by BNPP B.V. will be guaranteed by BNPP (in such capacity, the "BNPP Guarantor" pursuant to a Deed of Guarantee for Notes (the
"BNPP Note Guarantee").
W&C Securities issued by BNPP B.V. may be secured ("Secured Securities") or unsecured and will be guaranteed by BNPP (in such capacity, the
"BNPP Guarantor") pursuant to either (a) in respect of the Secured Securities, (i) a Deed of Guarantee for Secured Securities, in respect of English
Law Securities (the "Secured Securities English Law Guarantee") or (ii) a garantie, in respect of Secured Securities, which are French Law
Securities (the "Secured Securities French Law Guarantee" and, together with the Secured Securities English Law Guarantee, the "Secured
Securities Guarantees"), the forms of which are set out herein or (b) in respect of the unsecured Securities, (i) a Deed of Guarantee for Unsecured
Securities in respect of English Law Securities (the "BNPP English Law W&C Guarantee") or (ii) a garantie in respect of unsecured Securities
which are French Law Securities (the "BNPP French Law W&C Guarantee" and, together with the BNPP Note Guarantee and the BNPP English
Law W&C Guarantee the "BNPP Unsecured Securities Guarantees"), the forms of which are set out herein. The Secured Securities Guarantees
and the BNPP Unsecured Securities Guarantees together, the "BNPP Guarantees".
Securities issued by BP2F may be unsecured only and will be guaranteed by BNP Paribas Fortis SA/NV ("BNPPF" and, in such capacity, the
"BNPPF Guarantor") pursuant to (i) a Deed of Guarantee for Notes (the "BNPPF Note Guarantee") or (ii) a Deed of Guarantee for W&C
Securities (the "BNPPF W&C Securities Guarantee" and, together with the BNPPF Note Guarantee, the "BNPPF Guarantees"), the form of which
is set out herein.
The BNPP Guarantor and the BNPPF Guarantor, together the "Guarantors" and each a "Guarantor".
Except in the case of U.S. Securities, each of BNPP B.V., BNPP, BP2F, BNPPF (in the case of W&C Securities only) and BGL has a right of
substitution as set out herein.
Each issue of 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 the Maturity Date (in the case of Notes) (or, in the case of Multiple Exercise Certificates, each Exercise
Settlement Date) either to receive a cash amount (if any) calculated in accordance with the relevant terms or to receive physical delivery of the
underlying assets (against payment of a specified sum in the case of Warrants), 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 Securities should ensure that they understand the nature of the relevant Securities and the extent of their exposure
to risks and that they consider the suitability of the relevant Securities as an investment in the light of their own circumstances and financial
condition. Securities involve a high degree of risk and potential investors should be prepared to sustain a total loss of the purchase price of
their Securities. See "Risk Factors" on pages 115 to 182.
In particular, the Securities and the Guarantees and, in the case of Physical Delivery Notes, Physical Delivery Warrants or Physical Delivery
Certificates (each as defined below) (together, the "Physical Delivery Securities"), the Entitlement (as defined herein) to be delivered upon
the exercise (in the case of Physical Delivery Warrants) or the redemption (in the case of Physical Delivery Notes or Physical Delivery
Certificates) of such Securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the
"Securities Act"), or any state securities laws and trading in the Securities has not been approved by the Commodity Futures Trading
Commission under the United States Commodity Exchange Act, as amended. None of the Issuers has registered as an investment company
pursuant to the United States Investment Company Act of 1940, as amended (the "Investment Company Act"). Unless otherwise specified in
the applicable Final Terms, the Securities are being offered and sold in reliance on Regulation S under the Securities Act. No Securities of
such series, or interests therein, may at any time be offered, sold, resold, 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 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, 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 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") and any offer, sale, resale, trade, pledge, exercise,
redemption, transfer or delivery made, directly or indirectly, within the United States or to, or for the account or benefit of, a U.S. person

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will not be recognised. The 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 Securities of BNPP may also be offered and sold in the United States to (i) persons reasonably believed to be qualified
institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act ("Rule 144A") and (ii) certain accredited investors ("AIs") as
defined in Rule 501(a) under the Securities Act. Certain issues of securities of BNPP B.V. may be offered and sold in the United States to
persons reasonably believed to be both QIBs and qualified purchasers ("QPs") as defined under the Investment Company Act of 1940.
Each purchaser of U.S. Securities within the United States is hereby notified that the offer and sale of such Securities is being made in reliance upon
an exemption from the registration requirements of the Securities Act. For a description of certain further restrictions on offers and sales of the
Securities and on the distribution of this Base Prospectus, see "Offering and Sale" below.
U.S. Securities will, unless otherwise specified in the Final Terms, be sold through BNP Paribas Securities Corp., a registered broker-dealer. Hedging
transactions involving Physical Delivery Securities may not be conducted unless in compliance with the Securities Act. See the Conditions below.
Securities related to a specified currency or basket of currencies, a specified commodity or basket of commodities, a specified interest rate or basket
of interest rates or a specified inflation index or basket of inflation indices may not at any time be offered, sold, resold, held, traded, pledged,
exercised, redeemed, transferred or delivered, directly or indirectly, in the United States or to, by or for the account or benefit of, persons that are (i) a
"U.S. person" as defined in Regulation S 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, 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 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 Securities that can be offered, sold, resold, held,
traded, pledged, exercised, redeemed, transferred or delivered and the terms of such Securities.
Neither the Securities and Exchange Commission 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.
The Issuers have requested the AMF to provide the competent authorities in Belgium, Denmark, Finland, Germany, Greece, Hungary, Ireland, Italy,
Luxembourg, Portugal, Spain, Sweden, the Czech Republic and the United Kingdom 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 Securities sold in the United States by BNPP to QIBs within the
meaning of Rule 144A will be represented by one or more global Securities (each, a "Rule 144A Global Security") issued and deposited with (1) a
custodian for, and registered in the name of a nominee of, The Depository Trust Company ("DTC") or (2) a common depositary on behalf of
Clearstream Banking, société anonyme ("Clearstream, Luxembourg") or Euroclear Bank S.A./N.V. ("Euroclear") and/or any other relevant
clearing system, (B) the Securities sold in the United States by BNPP to AIs will be issued and registered in definitive form (each, a "Private
Placement Definitive Security"), (C) the Securities sold in the United States by BNPP B.V. to QIBs who are QPs will be represented by a Rule
144A Global Security or in the form of Private Placement Definitive Securities, as may be indicated in any applicable U.S. wrapper to the Base
Prospectus and (D) in any such case, Securities sold outside the United States to non-U.S. persons will be represented by a one or more global
Securities (each, a "Regulation S Global Security") issued and deposited with a common depositary on behalf of Clearstream, Luxembourg and
Euroclear and/or any other relevant clearing system. In the event that the Final Terms does not specify that Securities are eligible for sale within the
United States or to U.S. persons, the Securities offered and sold outside the United States to non-U.S. persons will be represented by a Clearing
System Global Security or a Registered Global Security, as the case may be.
BNPP's long-term credit ratings are A+ with a negative outlook (Standard & Poor's Credit Market Services France SAS ("Standard & Poor's")), A1
with a stable outlook (Moody's Investors Service Ltd. ("Moody's")) and A+ with a stable outlook (Fitch France S.A.S. ("Fitch France")) and BNPP's
short-term credit ratings are A-1 (Standard & Poor's), P-1 (Moody's) and F1 (Fitch France). BNPP B.V.'s long-term credit ratings are A+ with a
negative outlook (Standard & Poor's) and BNPP B.V.'s short term credit ratings are A-1 (Standard & Poor's). BP2F's senior unsecured credit ratings
are A+ (Standard & Poor's), A2 with a stable outlook (Moody's France SAS ("Moody's France")) and A+ with a stable outlook (Fitch Ratings
Limited ("Fitch")) and BP2F's short-term credit ratings are A-1 (Standard & Poor's), P-1 (Moody's France) and F1 (Fitch). BNPPF's long-term credit
ratings are A+ with a negative outlook (Standard & Poor's), A2 with a stable outlook (Moody's France) and A+ with a stable outlook (Fitch) and
BNPPF's short-term credit ratings are A-1 (Standard & Poor's), P-1 (Moody's France) and F1 (Fitch). BGL's long-term credit ratings are A+ with a
negative outlook (Standard & Poor's), A2 (with a positive outlook) (Moody's France) and A+ (with a stable outlook) (Fitch France) and BGL's short-
term credit ratings are A-1 (Standard & Poor's), P-1 (Moody's France) and F1 (Fitch France). Each of Standard & Poor's, Moody's, Fitch France,
Moody's France and Fitch 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, Moody's France and Fitch is included in the list of credit rating agencies
published by the European Securities and Markets Authority on its website (at http://www.esma.europa.eu/page/List-registered-and-certified-CRAs)
in accordance with the CRA Regulation. Securities issued under the Programme may be rated or unrated. A security rating is not a 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 Risk Factors section of this Base Prospectus.
IMPORTANT NOTICES
The securities described in this Base Prospectus may only be offered in The Netherlands to Qualified Investors (as defined in the Prospectus
Directive), unless such offer is made in accordance with the Dutch Financial Supervision Act (Wet op het financieel toezicht).
Disclaimer statement for structured products (Securities)
In relation to investors in the Kingdom of Bahrain, Securities issued in connection with this Base Prospectus and related offering documents must be
in registered form and must only be marketed to existing account holders and accredited investors as defined by the CBB in the Kingdom of Bahrain
where such investors make a minimum investment of at least U.S.$ 100,000 or any equivalent amount in other currency or such other amounts as the
CBB may determine.
This offer does not constitute an offer of Securities in the Kingdom of Bahrain in terms of Article (81) of the Central Bank and Financial Institutions
Law 2006 (decree Law No. 64 of 2006). This Base Prospectus and related offering documents have not been and will not be registered as a
prospectus with the Central Bank of Bahrain (CBB). Accordingly, no Securities may be offered, sold or made the subject of an invitation for
subscription or purchase nor will this Base Prospectus or any other related document or material be used in connection with any offer, sale or
invitation to subscribe or purchase Securities, whether directly or indirectly, to persons in the Kingdom of Bahrain, other than as marketing to
accredited investors for an offer outside Bahrain.

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The CBB has not reviewed, approved or registered this Base Prospectus or related offering documents and it has not in any way considered the merits
of the Securities to be marketed for investment, whether in or outside the Kingdom of Bahrain. Therefore, the CBB assumes no responsibility for the
accuracy and completeness of the statements and information contained in this document and expressly disclaims any liability whatsoever for any loss
howsoever arising from reliance upon the whole or any part of the contents of this document.
No offer of securities will be made to the public in the Kingdom of Bahrain and this prospectus must be read by the addressee only and must not be
issued, passed to, or made available to the public generally.

4

TABLE OF CONTENTS

Page
AVAILABLE INFORMATION ...................................................................................................................................... 16
FORWARD-LOOKING STATEMENTS ........................................................................................................................ 16
PRESENTATION OF FINANCIAL INFORMATION ................................................................................................... 16
PROGRAMME SUMMARY IN RELATION TO THIS BASE PROSPECTUS ............................................................ 17
PRO FORMA ISSUE SPECIFIC SUMMARY OF THE PROGRAMME IN RELATION TO THIS BASE
PROSPECTUS ................................................................................................................................................... 68
RISK FACTORS ............................................................................................................................................................ 125
DOCUMENTS INCORPORATED BY REFERENCE ................................................................................................. 198
GENERAL DESCRIPTION OF THE PROGRAMME AND PAYOUT METHODOLOGY UNDER THIS
BASE PROSPECTUS ...................................................................................................................................... 210
SECURITY AND COLLATERAL IN RESPECT OF SECURED SECURITIES ........................................................ 213
FORM OF FINAL TERMS FOR NOTES ..................................................................................................................... 219
FORM OF FINAL TERMS FOR W&C SECURITIES ................................................................................................. 282
TERMS AND CONDITIONS OF THE NOTES ........................................................................................................... 368
TERMS AND CONDITIONS OF THE W&C SECURITIES ....................................................................................... 455
ANNEX 1 Additional Terms and Conditions for Payouts ............................................................................... 599
ANNEX 2 Additional Terms and Conditions for Index Securities .................................................................. 687
ANNEX 3 Additional Terms and Conditions for Share Securities .................................................................. 711
ANNEX 4 Additional Terms and Conditions for ETI Securities ..................................................................... 724
ANNEX 5 Additional Terms and Conditions for Debt Securities .................................................................... 741
ANNEX 6 Additional Terms and Conditions for Commodity Securities ........................................................ 748
ANNEX 7 Additional Terms and Conditions for Inflation Index Securities .................................................... 757
ANNEX 8 Additional Terms and Conditions for Currency Securities ............................................................. 764
ANNEX 9 Additional Terms and Conditions for Fund Securities ................................................................... 771
ANNEX 10 Additional Terms and Conditions for Futures Securities ............................................................. 785
ANNEX 11 Additional Terms and Conditions for Underlying Interest Rate Securities .................................. 789
ANNEX 12 Additional Terms and Conditions for Credit Securities ............................................................... 791
ANNEX 13 Additional Terms and Conditions for Secured Securities ............................................................. 942
ANNEX 14 Additional Terms and Conditions for Preference Share Certificates .......................................... 1045
ANNEX 15 Additional Terms and Conditions for OET Certificates ............................................................. 1050
INDEX OF DEFINED TERMS IN RESPECT OF THE W&C SECURITIES ........................................................... 1055
INDEX OF DEFINED TERMS IN RESPECT OF NOTES ........................................................................................ 1125
USE OF PROCEEDS ................................................................................................................................................... 1178
DESCRIPTION OF BNPP INDICES........................................................................................................................... 1179
CONNECTED THIRD PARTY INDICES .................................................................................................................. 1220
FORM OF THE BNPP GUARANTEE FOR NOTES ................................................................................................. 1221
FORM OF THE BNPP ENGLISH LAW GUARANTEE FOR UNSECURED W&C SECURITIES ........................ 1226
FORM OF THE BNPP ENGLISH LAW GUARANTEE FOR SECURED W&C SECURITIES .............................. 1231
FORM OF THE BNPP FRENCH LAW GUARANTEE FOR UNSECURED W&C SECURITIES .......................... 1235
FORM OF THE BNPP FRENCH LAW GUARANTEE FOR SECURED W&C SECURITIES ............................... 1238
FORM OF THE BNPPF NOTE GUARANTEE .......................................................................................................... 1241
FORM OF THE BNPPF W&C SECURITIES GUARANTEE .................................................................................... 1246
FORM OF THE NOTES .............................................................................................................................................. 1250
FORM OF THE W&C SECURITIES .......................................................................................................................... 1254
DESCRIPTION OF BNPP B.V .................................................................................................................................... 1256
DESCRIPTION OF BNPP ........................................................................................................................................... 1260
DESCRIPTION OF BP2F ............................................................................................................................................ 1261
DESCRIPTION OF BNPPF ......................................................................................................................................... 1267
DESCRIPTION OF BGL ............................................................................................................................................. 1282
BOOK-ENTRY CLEARANCE SYSTEMS ................................................................................................................ 1290
BOOK-ENTRY SYSTEMS ......................................................................................................................................... 1290
TAXATION ................................................................................................................................................................. 1296
EU DIRECTIVE ON THE TAXATION OF SAVINGS INCOME ............................................................................. 1297
AUSTRIAN TAXATION ............................................................................................................................................ 1298
BELGIAN TAXATION ............................................................................................................................................... 1303
CZECH REPUBLIC TAXATION ............................................................................................................................... 1308

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DANISH TAXATION ................................................................................................................................................. 1309
FINNISH TAXATION ................................................................................................................................................. 1312
FRENCH TAXATION ................................................................................................................................................. 1315
GERMAN TAXATION ............................................................................................................................................... 1318
GREEK TAXATION ................................................................................................................................................... 1323
HUNGARIAN TAXATION ........................................................................................................................................ 1326
IRISH TAXATION ...................................................................................................................................................... 1329
ITALIAN TAXATION ................................................................................................................................................ 1330
LUXEMBOURG TAXATION .................................................................................................................................... 1337
NETHERLANDS TAXATION .................................................................................................................................... 1338
POLISH TAXATION ................................................................................................................................................... 1342
PORTUGUESE TAXATION ....................................................................................................................................... 1345
SPANISH TAXATION ................................................................................................................................................ 1349
SWEDISH TAXATION ............................................................................................................................................... 1353
UNITED KINGDOM TAXATION.............................................................................................................................. 1354
U.S. FEDERAL INCOME TAXATION ...................................................................................................................... 1359
HIRING INCENTIVES TO RESTORE EMPLOYMENT ACT ................................................................................. 1365
FOREIGN ACCOUNT TAX COMPLIANCE ACT .................................................................................................... 1366
OTHER TAXATION ................................................................................................................................................... 1368
U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974 .................................................................. 1369
NOTICE TO PURCHASERS AND HOLDERS OF U.S. SECURITIES AND TRANSFER RESTRICTIONS ........ 1371
OFFERING AND SALE .............................................................................................................................................. 1383
GENERAL INFORMATION ....................................................................................................................................... 1399
PROGRAMME SUMMARY IN RELATION TO THIS BASE PROSPECTUS (IN FRENCH) ............................... 1409
PRO FORMA ISSUE SPECIFIC SUMMARY OF THE PROGRAMME IN RELATION TO THIS BASE
PROSPECTUS (IN FRENCH) ...................................................................................................................... 1469
RESPONSIBILITY STATEMENT .............................................................................................................................. 1536

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This Base Prospectus (together with supplements to this Base Prospectus from time to time (each a "Supplement" and
together the "Supplements") comprises a base prospectus for the purposes of Article 5.4 of the Prospectus Directive.
"Prospectus Directive" means Directive 2003/71/EC (as amended including by Directive 2010/73/EU) and includes
any relevant implementing measure in a relevant Member State of the European Economic Area. In relation to each
separate issue of Securities, the final offer price and the amount of such Securities will be determined by the Issuer and
the relevant manager in accordance with prevailing market conditions at the time of the issue of the Securities and will
be set out in the relevant Final Terms.
In accordance with Article 16.2 of the Prospectus Directive, investors who have already agreed to purchase or subscribe
for Securities before this Base Prospectus is published have the right, exercisable within two working days after the
publication of this Base Prospectus, to withdraw their acceptances. Investors should be aware, however, that the law of
the jurisdiction in which they have accepted an offer of Securities may provide for a longer time limit.
No person is or has been authorised to give any information or to make any representation not contained in or not
consistent with this document or any other information supplied in connection with the Programme or the Securities
and, if given or made, such information or representation must not be relied upon as having been authorised by BNPP
B.V., BNPP, BP2F, BNPPF, BGL or any manager of an issue of Securities, including BNPP Securities Corp. (as
applicable to such issue of Securities, each a "Manager"). This document does not constitute, and may not be used for
the purposes of, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised
or to any person to whom it is unlawful to make such offer or solicitation and no action is being taken to permit an
offering of the Securities or the distribution of this document in any jurisdiction where any such action is required.
This document is to be read and construed in conjunction with all documents which are deemed to be incorporated
herein by reference (see "Documents Incorporated by Reference" below).
Warrants create options exercisable by the relevant holder or which will be automatically exercised as provided herein.
There is no obligation on the relevant Issuer to pay any amount or deliver any asset to any holder of a Warrant unless
the relevant holder duly exercises such Warrant or such Warrants are automatically exercised and, where applicable, an
Exercise Notice is duly delivered. The Warrants will be exercisable in the manner set forth herein and in the applicable
Final Terms. In certain instances, the holder of a Warrant will be required to certify, inter alia (in accordance with the
provisions outlined in Condition 25 of "Terms and Conditions of the W&C Securities" below), that it is not (i) a "U.S.
person" as defined in Regulation S under the United States Securities Act, as amended (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, 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 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") or exercising such Warrant on behalf of a U.S. person. Upon transfer, exchange or exercise of a U.S.
Warrant (as defined above), the holder will, in certain circumstances, be required to certify that the transfer, exchange
or exercise, as the case may be, is being made to, or on behalf of, a person whom the holder reasonably believes is not a
U.S. person or, in the case of U.S. Warrants issued by BNPP, is a QIB or an AI, and in the case of U.S. Warrants issued
by BNPP B.V., is a QIB who is also a QP, as applicable, who acquired the right to such transfer, exchange or the
benefit of such exercise in a transaction exempt from the registration requirements of the Securities Act. The proposed
transferee may also be required to deliver an investment letter as a condition precedent to such proposed transfer or
exchange (in accordance with the provisions outlined in Condition 2.4 of "Terms and Conditions of the W&C
Securities" below).
Notes and Certificates shall be redeemed on each instalment date and/or the maturity date (in the case of Notes) or the
redemption date (in the case of Certificates) by payment of one or more Instalment Amount or Final Redemption
Amount (in the case of Notes), Cash Settlement Amount(s) (in the case of Cash Settled Certificates or Cash Settled

7

Warrants) and/or by delivery of the Entitlement (in the case of Physically Settled Certificates, Physically Settled
Warrants or physically settled Notes). In order to receive the Entitlement, the holder of a Security will be required to
submit an Asset Transfer Notice and in certain circumstances to certify, inter alia (in accordance with the provisions
outlined in Condition 35.2(a) of "Terms and Conditions of the W&C Securities" in the case of Certificates or Condition
4(b) of "Terms and Conditions of the Notes" in the case of Notes), that it is not a U.S. person or acting on behalf of a
U.S. person. Upon transfer or exchange of a U.S. Certificate, the holder will, in certain circumstances, be required to
certify that the transfer or exchange, as the case may be, is being made to a person whom the transferor or exchange or
reasonably believes is not a U.S. person or, in the case of U.S. Certificates issued by BNPP, is a QIB or an AI, and in
the case of U.S. Certificates issued by BNPP B.V., is a QIB who is also a QP, as applicable, who acquired the right to
such transfer or exchange in a transaction exempt from the registration requirements of the Securities Act. The
proposed transferee may also be required to deliver an investment letter as a condition precedent to such proposed
transfer or exchange (in accordance with the provisions outlined in Condition 2.4 of "Terms and Conditions of the W&C
Securities". Where Certificates are Exercisable Certificates, such Certificates will be automatically exercised on one or
more dates as provided herein. Exercisable Certificates are Cash Settled Certificates.
The Securities of each issue may be sold by the relevant Issuer and/or any Manager at such time and at such prices as
the Issuer and/or the Manager(s) may select. There is no obligation upon the relevant Issuer or any Manager to sell all
of the Securities of any issue. The Securities of any issue may be offered or sold from time to time in one or more
transactions in the over-the-counter market or otherwise at prevailing market prices or in negotiated transactions, at the
discretion of the relevant Issuer.
Subject to the restrictions set forth herein, each Issuer shall have complete discretion as to what type of Securities it
issues and when.
No Manager has independently verified the information contained herein. Accordingly, no representation, warranty or
undertaking, express or implied, is made and no responsibility is accepted by any Manager as to the accuracy or
completeness of the information contained in this Base Prospectus or any other information provided by BNPP B.V.,
BNPP, BP2F, BNPPF and/or BGL. The Manager(s) accept no liability in relation to the information contained in this
Base Prospectus or any other information provided by BNPP B.V., BNPP, BP2F, BNPPF and/or BGL in connection
with the Programme.
BNPP B.V., BNPP, BP2F, BNPPF and BGL have not investigated, and do not have access to information that would
permit them to ascertain, whether any company that has issued equity, debt or other instruments to which any U.S.
Securities relate is a passive foreign investment company for U.S. tax purposes. Prospective investors in any U.S.
Securities that are U.S. taxpayers should consult their own advisers concerning U.S. tax considerations relevant to an
investment in such U.S. Securities.
Neither this Base Prospectus nor any other information supplied in connection with the Programme or any Securities (a)
is intended to provide the basis of any credit or other evaluation or (b) should be considered as a recommendation by
BNPP B.V., BNPP, BP2F, BNPPF, BGL or any Manager that any recipient of this Base Prospectus or any other
information supplied in connection with the Programme or any Securities should purchase any Securities. Each
investor contemplating purchasing any Securities should make its own independent investigation of the financial
condition and affairs, and its own appraisal of the creditworthiness, of BNPP B.V., BNPP, BP2F, BNPPF and/or BGL.
Neither this Base Prospectus nor any other information supplied in connection with the Programme or the issue of any
Securities constitutes an offer or an invitation by or on behalf of BNPP B.V., BNPP, BP2F, BNPPF, BGL or the
Managers or any other person to subscribe for or to purchase any Securities.
The delivery of this Base Prospectus does not at any time imply that the information contained herein concerning BNPP
B.V., BNPP, BP2F, BNPPF or BGL is correct at any time subsequent to the date hereof or that any other information
supplied in connection with the Programme is correct as of any time subsequent to the date indicated in the document
containing the same. No Manager undertakes to review the financial condition or affairs of BNPP B.V., BNPP, BP2F,

8

BNPPF or BGL during the life of the Programme. Investors should review, inter alia, the most recently published
audited annual non-consolidated financial statements and interim financial statements of BNPP B.V., the most recently
published audited annual consolidated financial statements, unaudited semi-annual interim consolidated financial
statements and quarterly financial results of BNPP, the most recently published audited annual consolidated financial
statements of BNPPF, the most recently published audited annual non-consolidated financial statements of BP2F and/or
the most recently published audited annual consolidated financial statements of BGL, as applicable, when deciding
whether or not to purchase any Securities.
IMPORTANT INFORMATION RELATING TO NON-EXEMPT OFFERS OF SECURITIES
Restrictions on Non-exempt offers of Securities in relevant Member States
Certain issues of Securities with a denomination (or in the case of W&C Securities, issue price or Notional Amount, as
applicable) of less than 100,000 (or its equivalent in any other currency) may be offered in circumstances where there
is no exemption from the obligation under the Prospectus Directive to publish a prospectus. Any such offer is referred
to as a "Non-exempt Offer". This Base Prospectus has been prepared on a basis that permits Non-exempt Offers of
Securities in each Member State in relation to which the relevant Issuer has given its consent as specified in the
applicable Final Terms (each specified Member State a "Non-exempt Offer Jurisdiction" and together the "Non
exempt Offer Jurisdictions"). Any person making or intending to make a Non-exempt Offer of Securities on the basis
of this Base Prospectus must do so only with the relevant Issuer's consent to the use of this Base Prospectus as provided
under "Consent given in accordance with Article 3.2 of the Prospectus Directive" and provided such person complies
with the conditions attached to that consent.
Save as provided above, neither BNPP B.V., BNPP, BP2F, BNPPF or BGL have authorised, nor do they authorise, the
making of any Non-exempt Offer of Securities in circumstances in which an obligation arises for any of BNPP B.V.,
BNPP, BP2F or BGL to publish or supplement a prospectus for such offer.
Consent given in accordance with Article 3.2 of the Prospectus Directive
In the context of a Non-exempt Offer of such Securities, BNPP B.V., BNPP, BP2F, BNPPF and BGL accept
responsibility, in each of the Non-exempt Offer Jurisdictions, for the content of this Base Prospectus in relation to any
person (an "Investor") who purchases any Securities in a Non-exempt Offer made by a Manager or an Authorised
Offeror (as defined below), where that offer is made during the Offer Period specified in the applicable Final Terms and
provided that the conditions attached to the giving of consent for the use of this Base Prospectus are complied with.
The consent and conditions attached to it are set out under "Consent" and "Common Conditions to Consent" below.
None of BNPP B.V., BNPP, BP2F, BNPPF or BGL makes any representation as to the compliance by an Authorised
Offeror with any applicable conduct of business rules or other applicable regulatory or securities law requirements in
relation to any Non-exempt Offer and none of BNPP B.V., BNPP, BP2F, BNPPF or BGL has any responsibility or
liability for the actions of that Authorised Offeror.
Except in the circumstances set out in the following paragraphs, neither BNPP B.V., BNPP, BP2F, BNPPF nor
BGL has authorised the making of any Non-exempt Offer by any offeror and BNPP B.V., BNPP, BP2F and BGL
have not consented to the use of this Base Prospectus by any other person in connection with any Non-exempt
Offer of Securities. Any Non-exempt Offer made without the consent of the relevant Issuer is unauthorised and
neither BNPP B.V., BNPP, BP2F, BNPPF nor BGL accepts any responsibility or liability in relation to such offer
or for the actions of the persons making any such unauthorised offer. If, in the context of a Non-exempt Offer, an
Investor is offered Securities by a person which is not an Authorised Offeror, the Investor should check with that person
whether anyone is responsible for this Base Prospectus for the purposes of the relevant Non-Exempt Offer and, if so,
who that person is. If the Investor is in any doubt about whether it can rely on this Base Prospectus and/or who is
responsible for its contents it should take legal advice.

9

Consent
In connection with each issue of Securities and subject to the conditions set out below under "Common Conditions to
Consent":
Specific Consent
(a)
each Issuer consents to the use of this Base Prospectus (as supplemented as at the relevant time, if applicable)
in connection with a Non-exempt Offer of such Securities by:
(i)
the relevant Manager(s) specified in the applicable Final Terms;
(ii)
any financial intermediaries specified in the applicable Final Terms; and
(iii)
any other financial intermediary appointed after the date of the applicable Final Terms and whose
name is published on BNPP's website (https://rates-
globalmarkets.bnpparibas.com/gm/Public/LegalDocs.aspx) (in the case of Securities issued by BNPP
or BNPP B.V.), BGL's website (www.bgl.lu) (in the case of Securities issued by BGL) or BP2F's
website (www.bp2f.lu) and BNPPF's website (www.bnpparibasfortis.be/emissions) (in the case of
Securities issued by BP2F) and identified as an Authorised Offeror in respect of the relevant Non-
exempt Offer; and
General Consent
(b)
if (and only if) Part A of the applicable Final Terms specifies "General Consent" as "Applicable", each Issuer
hereby offers to grant its consent to the use of this Base Prospectus (as supplemented as at the relevant time, if
applicable) in connection with a Non-exempt Offer of Securities by any other financial intermediary which
satisfies the following conditions:
(i)
it is authorised to make such offers under applicable legislation implementing the Markets in
Financial Instruments Directive (Directive 2004/39/EC); and
(ii)
it accepts the relevant Issuer's offer to grant consent to the use of this Base Prospectus by publishing
on its website the following statement (with the information in square brackets completed with the
relevant information) (the "Acceptance Statement"):
"We, [insert legal name of financial intermediary], refer to the offer of [insert title of relevant Securities]
(the "Securities") described in the Final Terms dated [insert date] (the "Final Terms) published by [ ]
(the "Issuer"). In consideration of the Issuer offering to grant its consent to our use of the Base Prospectus (as
defined in the Final Terms) in connection with the offer of the Securities in [specify Member State(s)] during
the Offer Period and subject to the other conditions to such consent, each as specified in the Base Prospectus,
we hereby accept the offer by the Issuer in accordance with the Authorised Offeror Terms (as specified in the
Base Prospectus) and confirm that we are using the Base Prospectus accordingly."
The Authorised Offeror Terms, being the terms to which the relevant financial intermediary agrees in
connection with using this Base Prospectus, are that the relevant financial intermediary:
(A)
will, and it agrees, represents, warrants and undertakes for the benefit of BNPP B.V., BNPP,
BP2F, BNPPF and BGL that it will, at all times in connection with the relevant Non-exempt
Offer:
I.
act in accordance with, and be solely responsible for complying with, all applicable
laws, rules, regulations and guidance of any applicable regulatory bodies (the
"Rules") from time to time including, without limitation and in each case, Rules

10