Bond BNP Paribas SA 2.1% ( XS1938443915 ) in EUR

BNP Paribas SA

100 % ⇌

France

XS1938443915 ( in EUR )

2.1% per year ( payment 1 time a year)

24/01/2039

Prospectus brochure of the bond BNP Paribas XS1938443915 en EUR 2.1%, maturity 24/01/2039

1 000 000 EUR

10 000 000 EUR

24/01/2026 ( In 81 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 EUR, with the ISIN code XS1938443915, pays a coupon of 2.1% per year.
The coupons are paid 1 time per year and the Bond maturity is 24/01/2039

BASE PROSPECTUS DATED 28 JUNE 2024

BNP PARIBAS
(incorporated in France)
(as Issuer)
EURO MEDIUM TERM NOTE PROGRAMME
Under this euro medium term note programme (the "Programme"), BNP Paribas1 ("BNPP", the
"Bank" or the "Issuer") may from time to time issue Notes in bearer or registered form (respectively,
"Bearer Notes" and "Registered Notes" and, together, the "Notes") denominated in any currency
agreed by the Issuer and the relevant Dealer(s) (as defined below). This Base Prospectus ("Base
Prospectus" or "this Document") supersedes and replaces all previous offering circulars or
prospectuses prepared in connection with the Programme. Any Notes (as defined below) issued
under the Programme on or after the date of this Document are issued subject to the provisions
described herein. This does not affect any Notes already in issue. This Base Prospectus constitutes
a base prospectus for the purposes of Article 8 of the Prospectus Regulation. The "Prospectus
Regulation" means Regulation (EU) 2017/1129 of 14 June 2017, as amended. Notes may be issued
whose return (whether in respect of any interest payable on such Notes and/or their redemption
amount) is linked to one or more indices including custom indices ("Index Linked Notes") or one or
more shares of any company(ies) (including two or more shares which are attached to each other
so that they trade as a single unit ("Stapled Shares"), global depositary receipts and/or American
depositary receipts) ("Share Linked Notes") or one or more inflation indices ("Inflation Linked
Notes") or one or more commodities or commodity indices ("Commodity Linked Notes") or one or
more interests or units in funds or one or more fund indices or euro fund insurance or investment
policies or capitalisation contracts ("Fund Linked Notes") or the credit of a specified entity or entities
("Credit Linked Notes") or one or more fund shares or interests in exchange traded funds,
exchange traded notes, exchange traded commodities or other exchange traded products (each an
"exchange traded instrument") ("ETI Linked Notes") or one or more foreign exchange rates
("Foreign Exchange (FX) Rate Linked Notes") or one or more underlying interest rate
("Underlying Interest Rate Linked Notes") or any combination thereof ("Hybrid Notes") as more
fully described herein. Notes may provide that settlement will by way of cash settlement ("Cash
Settled Notes") or physical delivery ("Physical Delivery Notes") as provided in the applicable Final
Terms.
The Notes will be issued to one or more of the Dealers specified below (each a "Dealer" and together
the "Dealers", which expression shall include any additional Dealer appointed under the Programme
from time to time) on a continuing basis by way of private or syndicated placements.
The Issuer has determined and agreed with the Dealers to remove the limit on the aggregate nominal
amount of the Notes that may be issued under the Programme.
The Notes may be governed by English law or French law, as specified in the applicable Final Terms,
and the corresponding provisions in the terms and conditions will apply to such Notes.
This Base Prospectus received approval no. 24-244 on 28 June 2024 from the Autorité des marchés
financiers (the "AMF") and will be valid for a period of one year following the date of its approval by
the AMF. The obligation to supplement this Base Prospectus in the event of a significant new factor,
material mistake or material inaccuracy does not apply when this Base Prospectus is no longer valid.
This Base Prospectus has been approved as a base prospectus by the AMF in France as competent
authority pursuant to the Prospectus Regulation. The AMF only approves this Base Prospectus as

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

meeting the standards of completeness, comprehensibility and consistency imposed by the
Prospectus Regulation. Approval by the AMF should not be considered as an endorsement of the
Issuer or of the quality of the Notes. Investors should make their own assessment as to the suitability
of investing in the Notes.
Upon such approval, application may be made for Notes issued under the Programme during a
period of 12 months from the date of this Base Prospectus to be listed and/or admitted to trading on
Euronext Paris and/or a Regulated Market (as defined below) in another Member State of the
European Economic Area (the "EEA"). Euronext Paris is a regulated market for the purposes of the
Markets in Financial Instruments Directive 2014/65/EU, as amended (each such regulated market
being a "Regulated Market"). References in this Base Prospectus to Notes being "listed" (and all
related references) shall mean that such Notes have been listed and admitted to trading on Euronext
Paris or, as the case may be, a Regulated Market (including the regulated market of the Luxembourg
Stock Exchange (including the professional segment of the regulated market of the Luxembourg
Stock Exchange)) or the Euro MTF exchange regulated market of the Luxembourg Stock Exchange
(the "Euro MTF Market") (including the professional segment of the Euro MTF) or on such other or
further stock exchange(s) as may be agreed between the Issuer and the relevant Dealer(s). The
Issuer may also issue unlisted Notes. The relevant final terms (the forms of each contained herein)
in respect of the issue of any Notes will specify whether or not such Notes will be admitted to trading,
and, if so, the relevant Regulated Market or other or further stock exchange(s). Except in certain
specified circumstances the specific terms of each Tranche will be set forth in a set of final terms to
this Base Prospectus which is the final terms document (the "Final Terms") which will be completed
at the time of the agreement to issue each Tranche of Notes and (other than in the case of Exempt
Notes) which will constitute final terms for the purposes of Article 8 of the Prospectus Regulation
which will be filed with the AMF. This Base Prospectus and any supplement thereto will be available
on the Issuer's websites (https://invest.bnpparibas/en/search/debt/documents).
The requirement to publish a prospectus under the Prospectus Regulation only applies to Notes
which are to be admitted to trading on a regulated market in the EEA and/or offered to the public in
the EEA other than in circumstances where an exemption is available under Article 1(4) and/or 3(2)
of the Prospectus Regulation. The requirement to publish a prospectus under the Financial Services
and Markets Act 2000 ("FSMA") only applies to Notes which are admitted to trading on a UK
regulated market as defined in Regulation (EU) No 600/2014 on markets in financial instruments as
it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA")
("UK MiFIR") and/or offered to the public in the United Kingdom other than in circumstances where
an exemption is available under section 86 of the FSMA.
The Issuer may issue Notes for which no prospectus is required to be published under (i) the
Prospectus Regulation and/or (ii) Regulation (EU) 2017/1129 of 14 June 2017 as it forms part of
domestic law by virtue of the EUWA (the "UK Prospectus Regulation"), as the case may be
("Exempt Notes") under this Base Prospectus. See "Exempt Notes" in the "Overview of this Base
Prospectus" section below. The AMF has neither approved nor reviewed information contained in
this Base Prospectus in connection with Exempt Notes. Canadian dollar denominated Notes settling
and clearing through CDS Clearing and Depository Services Inc. ("CDS", and such Notes
"Canadian Notes") may be issued as Exempt Notes only.
The Notes have not been and will not be registered under the United States Securities Act of 1933,
as amended (the "Securities Act") or the securities laws of any state or other jurisdiction of the
United States. The Notes are being offered and sold in reliance on Regulation S under the Securities
Act ("Regulation S") and, until the expiry of the 40 days after the completion of the distribution of all
of the Notes of the relevant Tranche, may not be offered, sold, resold, held, traded, pledged,
redeemed, transferred or delivered, directly or indirectly, within the United States or to, or for the
account or benefit of, a U.S. person except in accordance with Regulation S or pursuant to an
exemption from, or in a transaction not subject to, the registration requirements of the Securities
Act. Terms used in this paragraph have the meanings given to them in Regulation S under the
Securities Act. See "Subscription and Sale Selling Restrictions United States".

2

Application has been made to the Luxembourg Stock Exchange in accordance with the Luxembourg
Act dated 16 July 2019 on prospectuses for securities (Loi relative aux prospectus pour valeurs
mobilières) (the "Prospectus Act") for Notes (including Exempt Notes) issued under the
Programme to be admitted to the Official List and admitted to trading on the Euro MTF Market during
the twelve-month period from the date of this Base Prospectus. This Base Prospectus also
constitutes a prospectus for the purpose of the Prospectus Act; however, the AMF has not verified
that this is the case. The Euro MTF is not a regulated market for the purposes of Directive
2014/65/EU, as amended.
Other than in relation to the documents which are deemed to be incorporated by reference (see
"Documents Incorporated by Reference" below), the information on the websites to which this Base
Prospectus refers does not form part of this Base Prospectus unless that information is incorporated
by reference into the Base Prospectus and has not been scrutinised or approved by the AMF.
BNPP's long-term credit ratings are A+ with a stable outlook (S&P Global Ratings Europe Limited
("Standard & Poor's")), Aa3 with a stable outlook (Moody's Deutschland GmbH ("Moody's")), A+
with a stable outlook (Fitch Ratings Ireland Limited ("Fitch")) (which is the long-term issuer default
rating) and AA (low) with a stable outlook (DBRS Rating GmbH ("DBRS Morningstar")) and BNPP's
short-term credit ratings are A-1 (Standard & Poor's), P-1 (Moody's), F1 (Fitch) and R-1 (middle)
(DBRS Morningstar). BNPP's Tier 2 instruments ratings are BBB+ (Standard & Poor's), Baa2
(Moody's) and A (DBRS Morningstar). BNPP's Non Preferred Senior debt ratings are A- (Standard
& Poor's), Baa1 (Moody's), A+ (Fitch) and A (high) (DBRS Morningstar). Each of Standard & Poor's,
Moody's, Fitch and DBRS Morningstar 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, Fitch, DBRS Morningstar and Moody's is included in the list of credit rating
agencies published by the European Securities and Markets Authority on its website (at
https://www.esma.europa.eu/credit-rating-agencies/cra-authorisation) in accordance with the CRA
Regulation. None of Standard & Poor's, Moody's, Fitch or DBRS Morningstar are established in the
United Kingdom and have not applied for registration under Regulation (EC) No. 1060/2009 as it
forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "UK CRA
Regulation"). To the extent that the ratings issued by Standard & Poor's, Moody's, Fitch and DBRS
Morningstar have been endorsed by a credit rating agency that is established in the United Kingdom
and registered under the UK CRA Regulation, the ratings issued by Standard & Poor's, Moody's,
Fitch and DBRS Morningstar may be used for regulatory purposes in the United Kingdom in
accordance with the UK CRA Regulation. Notes issued under the Programme may be rated or
unrated. A security rating is not a recommendation to buy, sell or hold securities and may be subject
to suspension, reduction or withdrawal at any time.

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

3

IMPORTANT NOTICES
Overview of the BRRD and its Implication for the Notes
By its acquisition of the Notes, each holder acknowledges, accepts, consents and agrees to be bound
by the effect of the exercise of the Bail-in or Loss Absorption Power by the relevant resolution authority.
Please also refer to the "Risks" section and the "Investment Considerations" section of this Base
Prospectus.
1.
What is the BRRD?
The Bank Recovery and Resolution Directive (2014/59/EU), as amended ("BRRD") requires
the governments of all EU member states to provide their relevant resolution authorities with a
set of tools to intervene sufficiently early and quickly in an unsound or failing institution so as to
ensure the continuity of that institution's critical financial and economic functions, while
minimising the impact of that institution's failure on the broader economy and financial system.
Directive (EU) 2019/879 of the European Parliament and of the Council of 20 May 2019
amending the BRRD as regards the loss-absorbing and recapitalisation capacity of credit
institutions and investment firms and Regulation (EU) 2019/877 of the European Parliament
and of the Council of 20 May 2019 amending the Single Resolution Mechanism Regulation
(Regulation 806/2014) as regards the loss-absorbing and recapitalisation capacity of credit
institutions and investment firms, have been published on 7 June 2019 in the Official Journal of
the European Union. They amend a number of key EU banking directives and regulations,
including the BRRD, the Directive 2013/36/EU of the European Parliament and of the Council
of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of
credit institutions and investment firms ("CRD"), the Regulation 2013/575 of the European
Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions
and investment firms ("CRR"), and the Single Resolution Mechanism.
On 18 April 2023, the European Commission presented a legislative package to adjust and
further strengthen the EU's existing bank crises management and deposit insurance ("CMDI")
framework by amending the BRRD, the SRMR and the Deposit Guarantee Scheme Directive
("DGSD"). Under current proposal, senior preferred obligations (such as Senior Preferred
Notes) would no longer rank pari passu with any deposits of the Issuer and, instead, would rank
junior in right of payment to the claims of all depositors. As such, there could be an increased
risk of an investor in senior preferred obligations (such as Senior Preferred Notes) losing all or
some of its investment. Such proposal is still subject to further discussions and as a result its
precise legal application date is unknown.
The BRRD contains four resolution tools and powers (the "Resolution Tools") which may be
used alone or in combination where the relevant resolution authority considers that (a) an
affected institution is failing or likely to fail, (b) there is no reasonable prospect that any
alternative private sector measures would prevent the failure of such affected institution within
a reasonable timeframe, and (c) a resolution action is in the public interest: (i) sale of business
which enables the relevant resolution authorities to direct the sale of the affected institution
or the whole or part of its business on commercial terms; (ii) bridge institution which enables
the relevant resolution authorities to transfer all or part of the business of the affected institution
to a "bridge institution" (an entity created for this purpose that is wholly or partially in public
control); (iii) asset separation which enables the relevant resolution authorities to transfer
impaired or problem assets to one or more publicly owned asset management vehicles to allow
them to be managed with a view to maximising their value through eventual sale or orderly
wind-down (this can be used together with another resolution tool only); and (iv) Bail-In Power
(as defined in paragraph 3 below).
It is important to note that protections are granted to the creditors of an EU bank in case of the
exercise of a Resolution Tool over such bank. The most important one is the principle known
as the "no creditor worse off principle" as specified in the BRRD. This principle is intended to
ensure that the creditors of a bank which is subject to the exercise of any Resolution Tool under
the BRRD shall not incur greater losses than they would have incurred if such affected bank
had been wound up under normal insolvency proceedings. For this purpose, the relevant

4

resolution authorities have to ensure that it is assessed at the time of exercise of any Resolution
Tool whether shareholders and creditors of an affected bank would have received better
treatment if such affected bank had entered into normal insolvency proceedings. The BRRD
has been implemented in France through Ordinance No.2020-1636 dated 21 December 2020
relating to the resolution regime in the banking sector (the "Ordinance"). In particular, the
Ordinance has implemented Article 48(7) of BRRD which requires Member States to modify
their national insolvency law to ensure that claims resulting from funds rank in insolvency below
any other claims that do not result from own funds as defined by the CRR (the "Own Funds").
The transposition of this provision by the Ordinance has modified the rules governing the order
of creditors' claims applicable to French credit institutions in insolvency proceedings.
Subordinated obligations and deeply subordinated obligations of the Issuer issued before the
entry into force of those provisions will keep their contractual ranking if they are, or have been,
fully or partially recognized as Own Funds.
Article L.613-30-3-I-5° of the French Code monétaire et financier states that, as from 28
December 2020, it should not be possible for liabilities of a credit institution that are not Own
Funds to rank pari passu with Own Funds.
Therefore, a new rank within subordinated obligations has been created for subordinated
obligations or deeply subordinated obligations of the Issuer, issued as from 28 December 2020
if and when they completely cease to constitute tier 2 capital or additional tier 1 capital
instruments of the Issuer. They will rank in priority to tier 2 capital instruments and additional
tier 1 capital instruments of the Issuer in order to comply with article L.613-30-3-I-5° of the
French Code monétaire et financier.
Consequently,
(i)
as long as subordinated obligations are recognised as tier 2 capital instruments, they
will rank as tier 2 capital instruments, and, if they are no longer recognised as tier 2
capital instruments, they will automatically rank as "Disqualified Subordinated
Obligations"; and
(ii)
as long as deeply subordinated obligations are recognised as additional tier 1 capital
instruments, they will rank as additional tier 1 capital instruments of the Issuer, and, if
they are no longer recognised as additional tier 1 capital instruments, they will
automatically rank as disqualified additional tier 1 obligations and will rank pari passu
with the Disqualified Subordinated Obligations;
without any action from the Issuer and without obtaining the consent of the creditors of
subordinated obligations or any other obligations.
All subordinated obligations or deeply subordinated obligations granted by the Issuer prior to
the date of entry into force of the Ordinance that are, or have been, fully or partially recognised
as Own Funds of the Issuer, rank and as long as they are outstanding will rank as tier 2 capital
instruments or additional tier 1 capital instruments of the Issuer as the case may be, in
accordance with their contractual terms.
2.
Is the Issuer subject to the BRRD?
Yes, the Issuer is a credit institution incorporated in France and is subject to the BRRD and the
French legislation having implemented the BRRD, and Regulation (EU) No 806/2014, as
amended.
Under French legislation having implemented the BRRD, substantial powers are granted to the
Autorité de contrôle prudentiel et de résolution ("ACPR"), the French resolution authority,
and/or to other relevant resolution authorities in the EU, to implement resolution measures in
respect of a French credit institution (including, for example, the Issuer) and certain of its
affiliates (each a "relevant entity") to protect and enhance the stability of the financial system
if the relevant French resolution authorities consider the failure of the relevant entity has
become likely and certain other conditions are satisfied including the use of the Resolution
Tools.

5

The exercise of any Resolution Tool or any suggestion of any such exercise under the BRRD
over the Issuer could adversely affect the value of the Notes. You may therefore lose all or a
substantial part of your investment in the Notes.
In addition, the resolution powers could be exercised (i) prior to the commencement of any
insolvency proceedings in respect of the Issuer, and (ii) by the relevant French resolution
authority without your consent or any prior notice to you. Accordingly, you may not be able to
anticipate a potential exercise of any such resolution powers over the Issuer.
3.
What is "Bail-In Power"?
"Bail-In Power" means the power of the relevant resolution authority to write down or convert
to equity certain claims of unsecured creditors of a failing institution. In particular, the obligations
of the Issuer in respect of the Notes can be reduced (in part or in whole), cancelled, modified,
or converted into shares, other securities or other obligations of the Issuer or any other person.
In addition, capital instruments may be written down or converted into shares or other
instruments of ownership either in connection with a resolution proceeding, or in certain other
cases described below without or prior to a resolution proceeding. Capital instruments for these
purposes include common equity tier 1, additional tier 1, and tier 2 instruments, such as the
Subordinated Notes.
The relevant resolution authority must write down capital instruments, or convert them into
shares or other instruments of ownership in any of the following circumstances (the so called
"point of non-viability"):
(i)
where the determination has been made that conditions for resolution have been met,
before any resolution action is taken;
(ii)
the appropriate authority determines that unless that power is exercised in relation to
the relevant capital instruments, the institution or the group will no longer be viable; or
(iii)
extraordinary public financial support is required by the institution, except in certain
circumstances.
4.
Are the Issuer's obligations under the Notes subject to the "Bail-In Power"?
If any Bail-In Power is exercised with respect to the Notes, you may not be able to recover all
or even part of the amount due under the Notes from the Issuer, or you may receive a different
security issued by the Issuer (or another person) in place of the amount (if any) due to you
under the Notes, which may be worth significantly less than the amount due to you under the
Notes at expiry.
The effect of the exercise of the Bail-In Power by the relevant French resolution authority over
the Issuer may include and result in any of the following, or some combination thereof:
·
the reduction of all, or a portion, of the amounts payable by the Issuer under the terms
of the Notes (including a reduction to zero);
·
the conversion of all, or a portion, of the amounts due under the Notes into shares or
other securities or other obligations of the Issuer or of another person, including by
means of an amendment, modification or variation of the contractual terms, in which
case you agree to accept in lieu of your contractual rights under the terms of the Notes
any such shares, other securities or other obligations of the Issuer or another person;
·
the cancellation of the Notes;
·
the amendment or alteration of the maturity of the Notes or amendment of the amount
of interest payable on the Notes, or the date on which the interest becomes payable,
including by suspending payment for a temporary period; and/or
·
if applicable, the variation of the terms of the Notes, if necessary to give effect to the
exercise of the Bail-In Power by the relevant resolution authority.
Article L. 613-56-9 of the French Code monétaire et financier specifies conditions for
contractual recognition of the Bail-in Power. Any financial contract entered into by an entity

6

referred to in Section I of Article L.613-34 of the French Code monétaire et financier that creates
an obligation or substantially modifies an existing obligation as from 28 December 2020 and
which is governed by the law of a third country shall include a clause specifying that the parties
acknowledge that such obligation may be subject to the exercise by the relevant resolution
authority of the Bail-In Power as if the contract was governed by the law of a Member State.
Accordingly, if any Bail-In Power is exercised over the Issuer with respect to Notes, you
may not be able to recover all or even part of the amount due under the Notes, or you
may receive a different security issued by the Issuer (or another person) in place of the
amount (if any) due to you under the Notes, which may be worth significantly less than
the amount due to you under the Notes at expiry.
In addition, the exercise of the Resolution Tools may also result, after any transfer of all
or part of the Issuer's business or separation of any of its assets, in the Noteholders
(even in the absence of any such write down or conversion) being left as the creditors
of the Issuer, whose remaining business or assets is insufficient to support the claims
of all or any of the creditors of the Issuer (including the Noteholders).
There are significant risks inherent in the holding of the Notes, including the risks in
relation to their subordination, the circumstances in which the Notes may be written
down or converted to ordinary shares and the implications on prospective purchasers
of Notes (such as a substantial loss), the circumstances in which such prospective
purchasers may suffer loss as a result of holding the Notes are difficult to predict and
the quantum of any loss incurred by investors in the Notes in such circumstances is
also highly uncertain. For more information, please also refer to the "Risks" section of
this Base Prospectus.
Disclaimer statement for Notes
In relation to investors in the Kingdom of Bahrain, Notes issued in connection with this Base Prospectus
and related offering documents must be in registered form and must only be marketed to existing
account holders and accredited investors as defined by the CBB (as defined below) in the Kingdom of
Bahrain where such investors make a minimum investment of at least U.S.$ 100,000 or any equivalent
amount in other currency or such other amount as the CBB may determine.
This offer does not constitute an offer of securities in the Kingdom of Bahrain in terms of Article (81) of
the Central Bank and Financial Institutions Law 2006 (decree Law No. 64 of 2006). This Base
Prospectus and related offering documents have not been and will not be registered as a prospectus
with the Central Bank of Bahrain ("CBB"). Accordingly, no Notes may be offered, sold or made the
subject of an invitation for subscription or purchase nor will this Base Prospectus or any other related
document or material be used in connection with any offer, sale or invitation to subscribe or purchase
Notes, whether directly or indirectly, to persons in the Kingdom of Bahrain, other than as marketing to
accredited investors for an offer outside Bahrain.
The CBB has not reviewed, approved or registered this Base Prospectus or related offering documents
and it has not in any way considered the merits of the Notes to be marketed for investment, whether in
or outside the Kingdom of Bahrain. Therefore, the CBB assumes no responsibility for the accuracy and
completeness of the statements and information contained in this document and expressly disclaims
any liability whatsoever for any loss howsoever arising from reliance upon the whole or any part of the
contents of this document.
No offer of Notes will be made to the public in the Kingdom of Bahrain and this Base Prospectus must
be read by the addressee only and must not be issued, passed to, or made available to the public
generally.
Notification under Section 309B(1)(c) of the Securities and Futures Act 2001 (2020 Revised
Edition) of Singapore, as modified or amended from time to time (the "SFA") Unless otherwise
specified in the applicable Final Terms in respect of any Notes, all Notes issued or to be issued under
the Programme shall be capital markets products other than prescribed capital markets products (as
defined in the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore) and
Specified Investment Products (as defined in the Monetary Authority of Singapore (the "MAS") Notice

7

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 possibility 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"), may only be offered to professional investors (as defined in the Securities and Futures
Ordinance (Cap. 571, Laws of Hong Kong) and its subsidiary legislation, "Professional Investors") in
Hong Kong. Unless otherwise specified in the applicable Final Terms in respect of any Notes, all Notes
issued or to be issued under the Programme may contain loss-absorption features and may be
considered Loss-Absorption Products under the HKMA Circular. Investors in Hong Kong should not
purchase Notes with loss-absorption features unless they are Professional Investors and
understand the risks involved. Such Notes are generally not suitable for retail investors in Hong
Kong in either the primary or the secondary markets.
Australia This document in relation to the Programme or Notes is only made available in Australia to
persons to whom a disclosure document such as a prospectus or product disclosure statement is not
required to be given under either Chapter 6D or Part 7.9 of the Corporations Act 2001 (Cth) of Australia
(the "Corporations Act"). This document is not a prospectus, product disclosure statement or any other
form of formal "disclosure document" for the purposes of Australian Law, and is not required to, and
does not, contain all the information which would be required in a product disclosure statement or
prospectus under Australian law.
This document is only provided on the condition that the information in and accompanying this
document is strictly for the use of prospective investors and their advisers only, and outside of this no
Dealer has made or invited, and will not make or invite, an offer of Notes for issue or sale in Australia
(including an offer or invitation which is received by a person in Australia). Neither this document nor
any extract or conclusion from this document may be provided to any other person in Australia without
the written consent of the Issuer, which it may withhold in its absolute discretion. This document has
not been and will not be lodged or registered with the Australian Securities and Investments
Commission ("ASIC") or the ASX Limited or any other regulatory body or agency in Australia. The
persons referred to in this document may not hold Australian Financial Services licences. No cooling
off regime applies to an acquisition of the Notes. Under no circumstances is this document to be used
by a retail client for the purpose of making a decision about a financial product.
This document contains general advice only and does not take into account the investment objectives,
financial situation or needs of any particular person. Accordingly, before making an investment decision
in relation to this document, you should assess whether the acquisition of the Notes is appropriate in
light of your own financial circumstances or seek professional advice.
An investor may not transfer or offer to transfer Notes to any person located in, or a resident of Australia,
unless the person is a person to whom a disclosure document such as a prospectus or product
disclosure statement is not required to be given under either Chapter 6D or Part 7.9 of the Corporations
Act. There may be restrictions on the offer for re-sale of any Notes in Australia for a period of 12 months
after their issue. Because of these restrictions, investors are advised to consult legal counsel prior to
making any offer for re-sale of Notes in Australia.
Notice to Canadian Purchasers of Notes other than Canadian Notes
Prospective Canadian purchasers of Notes are advised that the information contained within this Base
Prospectus has not been prepared with regard to matters that may be of particular concern to Canadian
purchasers. Accordingly, prospective Canadian purchasers of Notes should consult with their own legal,
financial and tax advisers concerning the information contained within the Base Prospectus and as to
the suitability of an investment in the Notes in their particular circumstances.
Securities legislation in certain provinces or territories of Canada may provide a Canadian purchaser
with remedies for rescission or damages if this Base Prospectus (including any amendment thereto)
contains a misrepresentation, provided that the remedies for rescission or damages are exercised by
the Canadian purchaser within the time limit prescribed by the securities legislation of the Canadian

8

purchaser's province or territory. The purchaser should refer to any applicable provisions of the
securities legislation of the Canadian purchaser's province or territory for particulars of these rights or
consult with a legal advisor.
IMPORTANT EEA RETAIL INVESTORS If the Final Terms in respect of any Notes specifies
"Prohibition of Sales to EEA Retail Investors" as:
(i)
"Applicable", the Notes are not intended to be offered, sold or otherwise made available to and
should not be offered, sold or otherwise made available to any retail investor in the EEA.
Consequently, no key information document required by Regulation (EU) No 1286/2014 (as
amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them
available to retail investors in the EEA has been prepared, and therefore, offering or selling the
Notes or otherwise making them available to any retail investor in the EEA may be unlawful
under the PRIIPs Regulation; or
(ii)
"Not applicable", then the Notes may be offered, sold or otherwise made available to any retail
investor in the EEA, provided that, where a key information document is required pursuant to
the PRIIPs Regulation, the Notes may only be offered, sold or otherwise made available to
retail investors in the EEA in jurisdiction(s) for which a key information document has been
made available. Consequently, if no key information document required by the PRIIPs
Regulation for offering or selling the Notes or otherwise making them available to retail investors
in the EEA has been prepared, offering or selling the Notes or otherwise making them available
to any retail investor in the EEA may be unlawful under the PRIIPs Regulation, other than in
respect of the jurisdiction(s) for which a key information document will be made available.
For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined
in point (11) of Article 4(1) of Directive 2014/65/EU (as amended "MiFID II"); (ii) a customer within the
meaning of Directive (EU) 2016/97 (as amended or superseded, 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.
IMPORTANT UK RETAIL INVESTORS If the Final Terms in respect of any Notes specifies
"Prohibition of Sales to UK Retail Investors" as:
(i)
"Applicable", the Notes are not intended to be offered, sold or otherwise made available to and
should not be offered, sold or otherwise made available to any retail investor in the United
Kingdom (the "UK"). Consequently, no key information document required by Regulation (EU)
No 1286/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal)
Act 2018 ("EUWA") (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise
making them available to retail investors in the UK has been prepared, and therefore, offering
or selling the Notes or otherwise making them available to any retail investor in the UK may be
unlawful under the UK PRIIPs Regulation; or
(ii)
"Not applicable", the Notes are not intended to be offered, sold or otherwise made available to
and should not be offered, sold or otherwise made available to any retail investor in the UK,
unless a key information document required pursuant to the UK PRIIPs Regulation will be made
available. Therefore, offering or selling the Notes or otherwise making them available to any
retail investor in the UK may be unlawful under the UK PRIIPs Regulation, unless, where a key
information document required by the UK PRIIPs Regulation for offering or selling the Notes or
otherwise making them available to retail investors in the UK, such key information document
has been prepared and is made available.
For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as
defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of 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.

9

EU BENCHMARKS REGULATION
Amounts payable under the Notes may be calculated by reference to one or more "benchmarks" for the
purposes of Regulation (EU) No. 2016/1011 of the European Parliament and of the Council of 8 June
2016, as amended (the "EU Benchmarks Regulation"). In this case, a statement will be included in
the applicable Final Terms as to whether or not the relevant administrator of the "benchmark" is included
in ESMA's register of administrators under Article 36 of the EU Benchmarks Regulation. Certain
"benchmarks" may either (i) not fall within the scope of the EU Benchmarks Regulation, by virtue of
Article 2 of that regulation or (ii) transitional provisions in Article 51 of the EU Benchmarks Regulation
may apply to certain other "benchmarks", which would otherwise be in scope, such that at the date of
the applicable Final Terms, the administrator of the "benchmark" is not required to be included in the
register of administrators.
MiFID II product governance / target market The Final Terms in respect of any Notes will include
a legend entitled "MiFID II product governance/target market assessment" which will outline the target
market assessment in respect of the Notes, taking into account the five categories in item 19 of the
Guidelines published by ESMA on 3 August 2023, and which channels for distribution of the Notes are
appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor" as
defined in MiFID II) should take into consideration the target market assessment; however, a distributor
subject to MiFID II is responsible for undertaking its own target market assessment in respect of the
Notes (by either adopting or refining the target market assessment) and determining appropriate
distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the Product
Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"),
any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither
the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose
of the MiFID Product Governance Rules.
UK MiFIR product governance / target market The Final Terms in respect of any Notes may include
a legend entitled "UK MiFIR product governance/target market assessment" which will outline the target
market assessment in respect of the Notes, taking into account the five categories referred to in item
18 of the Guidelines published by ESMA on 5 February 2018 (in accordance with the FCA's policy
statement entitled "Brexit our approach to EU non-legislative materials"), and which channels for
distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending
the Notes (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 Notes (by either adopting or refining the target market assessment) and
determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR
Product Governance Rules, any Dealer subscribing for any Notes is a manufacturer in respect of such
Notes, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a
manufacturer for the purpose of the UK MiFIR Product Governance Rules.
Where prospective purchasers are purchasing the Notes from an entity other than the Issuer,
they should refer to such entity for further information on the Notes. Prospective purchasers of
Notes may wish to seek an independent valuation of the Notes prior to their purchase.

10