Bond BNP Paribas SA 0% ( XS1549142344 ) in EUR

BNP Paribas SA

100 % ▼

Netherlands

XS1549142344 ( in EUR )

10/06/2019 - Bond has expired

Prospectus brochure of the bond BNP Paribas XS1549142344 in EUR 0%, expired

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.

BNP Paribas' EUR-denominated bond (ISIN: XS1549142344), issued in the Netherlands, with a 0% coupon rate, matured on June 10, 2019, and has been repaid at 100% of its face value.

BASE PROSPECTUS
DATED 4 JUNE 2021

BNP Paribas Issuance B.V.
(incorporated in the Netherlands)
(as Issuer)

BNP Paribas
(incorporated in France)
(as Issuer and Guarantor)
Warrant and Certificate Programme

This document (the "Base Prospectus") (together with supplements to this Base Prospectus from time to time
(each a "Supplement" and together the "Supplements")) 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 Base Prospectus has not been approved as a prospectus for the purposes of Regulation (EU) 2017/1129 of
14 June 2017 (the "Prospectus Regulation") and/or Regulation (EU) 2017/1129 of 14 June 2017 as it forms part
of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA") (the "UK Prospectus
Regulation"). This Base Prospectus constitutes a base prospectus for the purpose of the Luxembourg Act dated
16 July 2019 relating to prospectuses for securities, (Loi relative aux prospectus pour valeurs mobilières) (the
"Prospectus Act").
For the purpose of the issuance of any Securities that will be listed or admitted to trading on SIX Swiss Exchange
Ltd ("SIX Swiss Exchange") or another Swiss trading venue as such term is used in the Swiss Financial
Infrastructure Act ("FMIA") and/or publicly offered, directly or indirectly, in Switzerland as defined under the
Swiss Financial Services Act ("FinSA"), the Base Prospectus has been approved by SIX Exchange Regulation
AG ("SIX Exchange Regulation") in its capacity as Swiss Prospectus Office (the "Swiss Prospectus Office")
on 4 June 2021, and constitutes a base prospectus pursuant to article 45 of FinSA.
The Securities do not constitute collective investment schemes as such term is used in the Swiss Federal Act
on Collective Investment Schemes ("CISA"). Accordingly, holders of the Securities do not benefit from
protection under the CISA or supervision by FINMA. Further, investors are exposed to the Issuer's and
(in the case of Securities issued by BNPP B.V.) the Guarantor's insolvency risk. The Securities constitute
unsubordinated and unsecured obligations of the Issuer and/or the Guarantor and rank pari passu with
each and all other current and future unsubordinated and unsecured obligations of the Issuer and/or the
Guarantor (if applicable). The insolvency of each of the Issuer and the Guarantor (if applicable) may lead
to a partial or total loss of the invested capital.

1

Under the terms of the Warrant and Certificate Programme (the "Programme"), each of BNP Paribas Issuance
B.V. ("BNPP B.V.") and BNP Paribas ("BNPP" or the "Bank" and, together with BNPP B.V., the "Issuers" and
each an "Issuer") may from time to time issue warrants ("Warrants") or certificates ("Certificates" and, together
with the Warrants, "Securities") of any kind including, but not limited to, Warrants or Certificates relating to a
specified index or a basket of indices, a specified share (including two or more shares which are attached to each
other so that they trade as a single unit ("Stapled Shares")), global depositary receipt ("GDR") or American
depositary receipt ("ADR") or a basket of shares (including Stapled Shares), ADRs and/or GDRs, a specified
interest in an exchange traded fund, an exchange traded note, an exchange traded commodity or other exchange
traded product (each an "exchange traded instrument") or a basket of interests in exchange traded instruments,
a specified debt instrument or a basket of debt instruments, a specified 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 listed option contract or basket of listed option
contracts, 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, listed option contracts, credit
of specified entities, or other asset classes or types. Each issue of Securities will be issued on the terms set out
herein which are relevant to such Securities under "Terms and Conditions of the Securities" (the "Conditions")
and, in each case, on such final terms as will be set out in the final terms to be issued in respect of such Securities
(the "Final Terms"), a form of which is contained in this Base Prospectus. 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 prepared
under Part 2/Chapter 2/point 206 of the rules and regulations of the Luxembourg Stock Exchange or (y) a
prospectus.
The Securities shall be governed by English law ("English Law Securities"), Dutch law ("Dutch Law
Warrants") or French law ("French Law Securities"), as specified in the relevant Final Terms, and the
corresponding provisions in the Conditions will apply to such Securities. Only English Law Securities will be
U.S. Securities.
Securities issued by BNPP B.V. may be secured ("Secured Securities") or unsecured ("Unsecured Securities")
and will be guaranteed by BNPP (in such capacity, the "BNPP Guarantor" or the "Guarantor") pursuant to
either (a) in respect of the Secured Securities, (i) a Deed of Guarantee for Secured Securities, in respect of English
Law Securities (the "Secured Securities English Law Guarantee") or (ii) a garantie, in respect of Secured
Securities, which are French Law Securities (the "Secured Securities French Law Guarantee" and, together
with the "Secured Securities English Law Guarantee", the "Secured Securities Guarantees"), the forms of
which are set out herein or (b) in respect of the unsecured Securities, (i) a Deed of Guarantee for Unsecured
Securities, in respect of English Law Securities (the "English Law Guarantee") or (ii) a Guarantee for Unsecured
Securities, in respect of Dutch Law Warrants (the "Dutch Law Guarantee") or (iii) a garantie, in respect of
unsecured Securities, which are French Law Securities (the "French Law Guarantee" and, together with the
"English Law Guarantee", and the "Dutch Law Guarantee", the "Unsecured Securities Guarantees"), the
forms of which are set out herein. The Secured Securities Guarantees and the Unsecured Securities Guarantees
together, the "Guarantees".
Except in the case of U.S. Securities, each of BNPP B.V. and BNPP has a right of substitution as set out herein.
A description of the Final Terms (which for the avoidance of doubt may be issued in respect of more than one
series of Securities) is set out herein on pages 131 to 206 and will specify with respect to each issue of Securities
to which it relates, inter alia, the specific designation of the Securities, the aggregate number and type of the
Securities, the date of issue of the Securities, the issue price, the underlying asset, index, fund, reference entity or

2

other item(s) to which the Securities relate, the exercise period or date (in the case of Warrants), the redemption
date, whether they are interest bearing, partly paid, redeemable in instalments, 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. With respect
to issues of English Law Securities, the Final Terms relating to such issue of Securities will be attached to the
Global Security, Rule 144A Global Security, Private Placement Definitive Security, Regulation S Global Security
or Permanent Global Security (each as defined below).
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, 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.
Any terms and conditions not contained herein which are applicable to each Series (as defined in the Conditions)
of Securities will be set out in the applicable Final Terms which, with respect to Securities to be listed on the Euro
MTF Market (as defined below), will be delivered to the Luxembourg Stock Exchange on or before the date of
issue of the Securities of such series and published on the website of the Luxembourg Stock Exchange
(www.bourse.lu).
Prospective purchasers of Securities should ensure that they understand the nature of the relevant
Securities and the extent of their exposure to risks and that they consider the suitability of the relevant
Securities as an investment in the light of their own circumstances and financial condition. Securities are
complex financial instruments and involve a high degree of risk and potential investors should be prepared
to sustain a total loss of the purchase price of their Securities. There are significant risks inherent in the
holding of the Securities, including the risks in relation to their subordination, the circumstances in which
the Securities may be written down or converted to ordinary shares and the implications on prospective
purchasers of Securities (such as a substantial loss), the circumstances in which such prospective
purchasers may suffer loss as a result of holding the Securities are difficult to predict and the quantum of
any loss incurred by investors in the Securities in such circumstances is also highly uncertain. For more
information, see "Risks" as set out in the Base Prospectus.
Investors in Hong Kong should not purchase the Securities in the primary or secondary markets unless
they are professional investors (as defined in the Securities and Futures Ordinance (Cap. 571, Laws of Hong
Kong) and its subsidiary legislation, "Professional Investors") only and understand the risks involved. The
Securities are generally not suitable for retail investors.
In particular, the Securities and the Guarantees and, in the case of 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 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 under the
securities laws of any state or other jurisdiction of the United States. Furthermore, neither the sale of nor
trading in the Securities has been approved by the Commodity Futures Trading Commission ("CFTC")
under the United States Commodity Exchange Act, as amended ("CEA") and no U.S. person (as defined
herein) may at any time purchase, trade, exercise or maintain a position in the Securities unless otherwise
specified in the relevant Final Terms for the Securities. Neither Issuer has registered as an investment
company pursuant to the United States Investment Company Act of 1940, as amended (the "Investment
Company Act").

3

Unless otherwise specified in the applicable Final Terms, the Securities are being offered and sold outside
the United States to persons that are not U.S. persons (as defined herein) in reliance on Regulation S under
the Securities Act, pursuant to CFTC regulations and guidance and subject to the following additional
offering and transfer restrictions. No 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, a U.S. person (as defined herein) 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 (as defined herein) 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 herein).
Notwithstanding the provisions of this Base Prospectus to the contrary, neither this Base Prospectus nor
any copy hereof may be sent, taken into or distributed in the United States or to any U.S. person (as defined
herein) or in any other jurisdiction except under circumstances that will result in compliance with the
applicable laws thereof. This Base Prospectus may not be reproduced either in whole or in part, without
the written permission of the Issuer.
As used herein, "U.S. person" means a person that is (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 CEA; or (iii) a "U.S. person" as defined in (a) the Interpretive Guidance and Policy Statement Regarding
Compliance with Certain Swap Regulations promulgated by the CFTC or (b) the final rule relating to Cross-
Border Application of the Registration Thresholds and Certain Requirements Applicable to Swap Dealers and
Major Swap Participants promulgated by the CFTC, in each case as amended, modified or supplemented from
time to time, pursuant to the Commodity Exchange Act; or (iv) any other "U.S. Person" as such term may be
defined in Regulation S or in regulations or guidance adopted under the CEA.
If specified in the applicable Final Terms, certain issues of Securities of BNPP 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") 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
institutional accredited investors ("AIs") as defined in Rule 501(a)(1), (2), (3), (7), (8) or (9) of Regulation
D under the Securities Act. Certain issues of U.S. Securities of BNPP B.V. may be offered and sold in the
United States to persons reasonably believed to be both QIBs and qualified purchasers ("QPs") as defined
under the Investment Company Act of 1940.
Each purchaser of U.S. Securities within the United States is hereby notified that the offer and sale of such U.S.
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 "Terms and Conditions of the Securities" below.
Application has been made to the Luxembourg Stock Exchange in its capacity as competent authority (the
"Competent Authority") under the Prospectus Act for the approval of this Base Prospectus as a prospectus and
application may be made to the Luxembourg Stock Exchange for Securities issued under the Programme to be
listed on the Euro MTF Market (as defined below) operated by the Luxembourg Stock Exchange (the Euro MTF
Market is not a regulated market pursuant to the provisions of Directive 2014/65/EU (the "Markets in Financial
Instruments Directive") and/or a UK regulated market as defined in Regulation (EU) No 600/2014 on markets
in financial instruments or it forms part of domestic law by virtue of the EUWA but is subject to the supervision

4

of the financial sector and exchange regulator, the Commission de Surveillance du Secteur Financier ("CSSF"))
and listed on the Official List of the Luxembourg Stock Exchange during the 12-month period after the date of
approval of this Base Prospectus. References 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 the Euro MTF exchange
regulated market of the Luxembourg Stock Exchange (including the professional segment of the Euro MTF
Market) (the "Euro MTF Market"). The Programme provides that Securities may be listed on such further or
other stock exchange(s) as the relevant Issuer may decide. The applicable Final Terms will specify whether or
not Securities are to be listed on the Official List of the Luxembourg Stock Exchange and admitted to trading on
the Euro MTF Market or any other stock exchange(s) and, if relevant, will include information on the relevant
market segment of the stock exchange on which the securities are to be listed. However, this Base Prospectus has
not been approved as a base prospectus for the purposes of the Prospectus Regulation and, accordingly, no offer
to the public may be made and no admission to trading may be applied for on any market in the European
Economic Area (the "EEA") or the United Kingdom designated as a regulated market, for the purposes of the
Prospectus Regulation or the UK Prospectus Regulation, respectively.
Securities may only be issued under this Programme in circumstances where no prospectus is required to be
published under the Prospectus Regulation (see "Offering and Sale" below). Each Issuer may also issue unlisted
Securities. Registered Warrants will be unlisted.
English Law Securities which are issued and transferred through Clearstream Banking, S.A. ("Clearstream,
Luxembourg") and/or Euroclear Bank S.A./N.V. ("Euroclear"), Euroclear France SA ("Euroclear France"),
Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores S.A., Unipersonal
("Iberclear"), Monte Titoli S.p.A ("Monte Titoli") and/or any other relevant clearing system ("Clearing System
Securities") will be represented by a global security (each a "Clearing System Global Security"), which will be
issued and deposited with a common depositary on behalf of Clearstream, Luxembourg, Euroclear, Iberclear,
Monte Titoli and/or any other relevant clearing system or, as the case may be, Euroclear France on the date of
issue of the relevant Securities in accordance with the rules and regulations of the relevant clearing system.
Registered English Law Warrants ("Registered Warrants") will be represented by a registered global warrant
(each a "Registered Global Warrant"), which will be issued and deposited with the Registrar. Registered English
Law Certificates ("Registered Certificates") will be represented by a registered global certificate (each a
"Registered Global Certificate" and together with a Registered Global Warrant, a "Registered Global
Security") held on behalf of Euroclear and/or Clearstream Luxembourg and/or any other relevant clearing system.
Clearing System Securities and Securities in definitive registered form ("Private Placement Definitive
Securities") will not be exchangeable for Registered Securities and Registered Securities will not be exchangeable
for Clearing System Securities and Private Placement Definitive Securities. Each Clearing System Global Security
and Registered Global Security are each referred to as a "Global Security". Swedish Dematerialised Securities
(as defined herein) will be issued in registered, uncertificated and dematerialised book-entry form in accordance
with the SFIA Act (as defined herein). Finnish Dematerialised Securities (as defined herein) will be issued in
registered, uncertified and dematerialised book-entry form in accordance with the provisions of Regulation (EU)
No 909/2014 (the "Central Securities Depositories Regulation"), Finnish Act on the Book-Entry System and
Clearing and the Finnish Act on Book-Entry Accounts (as specified herein). Italian Dematerialised Securities (as
defined herein) will be issued in registered, uncertificated and dematerialised book-entry form into Monte Titoli.
Swiss Securities (as defined herein) may be issued as Swiss Materialised Securities (as defined herein) or as Swiss
Dematerialised Securities (as defined herein). Swiss Materialised Securities will be represented by a global
security. Swiss Dematerialised Securities will be issued in uncertified and dematerialised form. In each case,
Swiss Materialised Securities or Swiss Dematerialised Securities will be held as intermediated securities
(Bucheffekten) in accordance with the Swiss Federal Intermediated Securities Act ("FISA") (Bucheffektengesetz).
Except as described herein, no definitive Securities will be issued.

5

French Law Securities will be in bearer dematerialised form (au porteur) and will be inscribed (inscription en
compte) in the books of Euroclear France or Nederlands Centraal Instituut voor Giraal Effectenverkeer B.V.
("Euroclear Netherlands") which shall credit the accounts of the Holders (as defined in "Terms and Conditions
of the Securities"). No physical document of title will be issued in respect of French Law Securities. French Law
Securities have been accepted for clearance through Euroclear France, Euroclear Netherlands, Euroclear and/or
Clearstream, Luxembourg and/or any other relevant clearing system.
The Securities to the extent they constitute "Secured Securities" may not be sold to, or for the account or
benefit of, U.S. persons as defined in the U.S. Risk Retention Rules ("Risk Retention U.S. Persons") except
to the extent such Risk Retention U.S. Persons have received a waiver from the applicable Sponsor and
except as permitted under an exemption to the U.S. Risk Retention Rules as described under "Risks" on
page 82 and "Offering and Sale" on pages 695 to 696. "U.S. Risk Retention Rules" means Regulation RR
(17 C.F.R Part 246) implementing the risk retention requirements of Section 15G of the U.S. Securities
Exchange Act of 1934, as amended.
In the event that the Final Terms specify that the Securities are U.S. Securities, (A) the U.S. Securities sold in the
United States by BNPP to QIBs within the meaning of Rule 144A will be represented by one or more global
Securities (each, a "Rule 144A Global Security") issued and deposited with (1) a custodian for, and registered in
the name of a nominee of, The Depository Trust Company ("DTC") or (2) a common depositary on behalf of
Clearstream Banking, S.A. ("Clearstream, Luxembourg") or Euroclear Bank S.A./N.V. ("Euroclear") and/or
any other relevant clearing system, (B) the U.S. 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) U.S. the Securities sold
in the United States by BNPP B.V. to QIBs who are QPs will be represented by a Rule 144A Global Security or
in the form of Private Placement Definitive Securities if sold to AIs who are QPs, as may be indicated in any
applicable U.S. wrapper to the Base Prospectus and (D) in any such case, U.S. Securities sold outside the United
States to persons that are not U.S. persons will be represented by a one or more global Securities (each, a
"Regulation S Global Security") issued and deposited with a common depositary on behalf of Clearstream,
Luxembourg and Euroclear and/or any other relevant clearing system and may not be legally or beneficially owned
at any time by any U.S. person. In the event that the Final Terms 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 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.
The rating of certain series of Securities to be issued under the Programme may be specified in the applicable
Final Terms. Whether or not each credit rating applied for in relation to relevant series of Securities will be issued
by a credit rating agency established in the European Union and registered under Regulation (EC) No. 1060/2009
(as amended) ("CRA Regulation") or in the United Kingdom and registered in accordance with Regulation (EC)
No. 1060/2009 as it forms part of domestic law by virtue of the EUWA (the "UK CRA Regulation") will be
disclosed in the applicable Final Terms.
If and to the extent FinSA Securities (as defined below) will be listed or admitted to trading on SIX Swiss
Exchange or another Swiss trading venue as such term is used in FMIA and/or publicly offered, directly or
indirectly, in Switzerland as defined under FinSA, a prospectus pursuant to the requirements of Article 40 et seq.
FinSA is required since 1 December 2020. Such requirement will be met by (i) the publication of Final Terms
prepared on the basis of the Form of Final Terms set out in the Base Prospectus, and (ii) registering the applicable
Final Terms with the Swiss Prospectus Office and publishing the applicable Final Terms in accordance with the
rules of FinSA. Any Securities that fall within the scope of the requirement to publish a prospectus pursuant to
FinSA shall be "FinSA Securities" and any Securities that do not fall within the scope of the requirement to
publish a prospectus pursuant to FinSA shall be "FinSA Exempt Securities".

6

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

7

IMPORTANT EEA AND UK RETAIL INVESTORS Where a key information document is required
pursuant to Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") or Regulation (EU) No. 1286/2014 as it
forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA") (the "UK
PRIIPs Regulation"), as the case may be, the Securities are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made available to any retail investor in (i) the EEA,
unless a key information document will be made available (if required) in the EEA jurisdiction(s) in which the
Securities are offered, sold or otherwise made available to such retail investor(s) or (ii) the United Kingdom
("UK") unless a key information document will be made available (if required) in the UK. For these purposes, a
retail investor means a person who is one (or more) of:
(a)
in the case of retail investors in the EEA:
(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; or
(b)
in the case of retail investors in the UK:
(i)
a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms
part of UK domestic law by virtue of the EUWA;
(ii)
a customer within the meaning of the provisions of the Financial Services and Markets Act 2000
("FSMA") and any rules or regulations made under the FSMA to implement Directive (EU)
2016/97, where that customer would not qualify as a professional client, as defined in point (8)
of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of
the EUWA; or
(iii)
not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of
domestic law by virtue of the EUWA.
Consequently, no key information document required by:
(a)
the PRIIPs Regulation for offering or selling the 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 Securities or otherwise
making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation;
and
(b)
the UK PRIIPs Regulation for offering or selling the Securities or otherwise making them available to
retail investors in the UK has been prepared, and therefore, offering or selling the Securities or otherwise
making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
MiFID II product governance / target market The Final Terms in respect of any Securities may include a
legend entitled "MiFID II product governance/target market assessment" which will outline the target market
assessment in respect of the Securities and which channels for distribution of the Securities are appropriate. Any
person subsequently offering, selling or recommending the Securities (a "distributor") should take into
consideration the target market assessment; however, a distributor subject to MiFID II is responsible for

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undertaking its own target market assessment in respect of the Securities (by either adopting or refining the target
market assessment) and determining appropriate distribution channels.
UK MiFIR product governance / target market The Final Terms in respect of any Securities may include a
legend entitled "UK MiFIR product governance/target market assessment" which will outline the target market
assessment in respect of the Securities and which channels for distribution of the Securities are appropriate. Any
person subsequently offering, selling or recommending the Securities (a "distributor") should take into
consideration the target market assessment; however, a distributor subject to the FCA Handbook Product
Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible
for undertaking its own target market assessment in respect of the Securities (by either adopting or refining the
target market assessment) and determining appropriate distribution channels.
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.
No person is 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 and, if given or made,
such information or representation must not be relied upon as having been authorised by BNPP B.V., BNPP 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 any Final Terms and 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 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 "Offering and Sale" below), that it is not a U.S. person (as
defined above) 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 is a QIB or an AI, 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 Securities" below).
Certificates shall be redeemed on each instalment date and/or the redemption date by payment of one or more
Cash Settlement Amount(s) (in the case of Cash Settled Certificates) and/or by delivery of the Entitlement (in the
case of Physical Delivery Certificates). In order to receive the Entitlement, the holder of a Certificate 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 Securities"), 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 is a QIB or an AI, as

9

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 Securities" below). 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 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 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 separately 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. and/or BNPP. 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. and/or BNPP in connection with the Programme.
BNPP B.V. and BNPP 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 should be
considered as a recommendation by BNPP B.V., BNPP or any Manager that any recipient of this Base Prospectus
or any other information supplied in connection with the Programme 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. and/or BNPP. Neither this Base
Prospectus nor any other information supplied in connection with the Programme constitutes an offer or an
invitation by or on behalf of BNPP B.V. or BNPP or the Managers or any other person to subscribe for or to
purchase any Securities.
This Base Prospectus may only be used for the purposes for which it has been published.
This Base Prospectus does not constitute an offer of, or an invitation by or on behalf of BNPP B.V., BNPP or any
Manager to subscribe for or purchase any securities. The delivery of this Base Prospectus does not at any time
imply that the information contained herein concerning BNPP B.V. or BNPP 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. or BNPP 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. and/or the most recently published audited annual consolidated financial statements,
unaudited semi-annual interim consolidated financial statements and quarterly results of BNPP, when deciding
whether or not to purchase any Securities.

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