Obbligazione BNP Paribas SA 0% ( XS0583696918 ) in EUR

BNP Paribas SA

100 EUR ⇌

Francia

XS0583696918 ( in EUR )

04/02/2021 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione BNP Paribas XS0583696918 in EUR 0%, scaduta

100 000 EUR

30 000 000 EUR

BNP Paribas è una banca multinazionale francese, tra le più grandi al mondo per capitalizzazione di mercato, attiva nel settore bancario al dettaglio, nella gestione patrimoniale e nelle attività di investimento.

The Obbligazione issued by BNP Paribas SA ( France ) , in EUR, with the ISIN code XS0583696918, pays a coupon of 0% per year.
The coupons are paid 1 time per year and the Obbligazione maturity is 04/02/2021

BASE PROSPECTUS DATED 3 JUNE 2010
BNP PARIBAS
(incorporated in France)
(as Issuer and Guarantor)
BNP PARIBAS ARBITRAGE ISSUANCE B.V.
(incorporated in the Netherlands)
(as Issuer)
90,000,000,000
PROGRAMME FOR THE ISSUANCE OF DEBT INSTRUMENTS
Under this 90,000,000,000 programme for the issuance of debt instruments (the "Programme"), each of BNP Paribas ("BNPP" or the "Bank") and BNP
Paribas Arbitrage Issuance B.V. ("BNPP B.V." and together with BNPP, the "Issuers" and each an "Issuer" and references herein to the "relevant Issuer"
being to the Issuer of the relevant Notes) 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 relevant 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. 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 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 Notes") or one or more interests or units ("Fund Linked Notes") or the
credit of a specified entity or entities ("Credit Linked Notes") or one or more fund shares in exchange traded instruments ("ETI Linked Notes") or one or
more foreign exchange rates ("Foreign Exchange (FX) Rate Linked Notes") or one or more other underlying reference asset(s) or any combination
thereof ("Hybrid Notes") as more fully described herein. Notes may provide that settlement will by way of cash settlement ("Cash Settled Notes") or
physical delivery ("Physical Delivery Notes") as provided in the applicable Final Terms.
The Notes will be issued to one or more of the Dealers specified below (each a "Dealer" and together the "Dealers", which expression shall include any
additional Dealer appointed under the Programme from time to time) on a continuing basis by way of private or syndicated placements.
The Notes issued by BNPP B.V. will be guaranteed by BNPP (in such capacity, the "Guarantor") pursuant to a deed of guarantee dated 3 June 2010 (the
"Deed of Guarantee").
Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity as competent authority under the
Luxembourg Law on Prospectuses for Securities to approve this document as a Base Prospectus. Upon such approval, application may be made for Notes
issued under the Programme to be traded on the Regulated Market or the EuroMTF Market (in each case, as defined below) operated by the Luxembourg
Stock Exchange. References in this Document to the "Luxembourg Stock Exchange" (and all related references) shall include the Regulated Market
and/or the EuroMTF Market, as the case may be (as specified in the applicable Final Terms). In addition, references in this Document to Notes being
"listed" (and all related references) shall mean that such Notes have been listed on the Official List of the Luxembourg Stock Exchange or, as the case
may be, a Regulated Market (as defined below). The Luxembourg Stock Exchange's Regulated Market 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"). This Document may be used to admit
Notes to trading on the Luxembourg Stock Exchange's Regulated Market or the EuroMTF exchange regulated market (the "EuroMTF Market"), in each
case of the Luxembourg Stock Exchange and to list Notes on the Official List of the Luxembourg Stock Exchange pursuant to the Programme. The
Programme provides that Notes may be listed on such other or further stock exchange(s) (including in particular Euronext Paris) as may be agreed
between the Issuers and the relevant Dealer(s). Each Issuer may also issue unlisted Notes.
In the case of Notes issued by BNPP B.V. and guaranteed by BNPP, if the applicable Final Terms specify that Condition 6(b)(i) is applicable, all payments
in respect of the Notes will be made without deduction for or on account of withholding taxes imposed by any relevant jurisdiction, subject as provided in
Condition 6(b)(i). In the event that any such deduction is made, the Issuer or, as the case may be, the Guarantor, will, save in certain limited
circumstances provided in Condition 6(b)(i), be required to pay additional amounts to cover the amounts so deducted.
In the case of Notes issued by BNPP B.V. and guaranteed by BNPP, if the applicable Final Terms specify that Condition 6(b)(ii) is applicable to the Notes,
neither the Issuer or, as applicable, the Guarantor is obliged to gross up any payments in respect of the Notes and shall not be liable for or otherwise
obliged to pay any tax, duty, withholding or other payment which may arise as a result of the ownership, transfer, presentation and surrender for payment,
or enforcement of any Note and all payments made by the Issuer or, as applicable, the Guarantor shall be made subject to any such tax, duty, withholding
or other payment which may be required to be made, paid, withheld or deducted.

Each issue of Bearer Notes will be represented on issue by a temporary global note in bearer form (each a "Temporary Global Note") or a permanent
global note in bearer form (each a "Permanent Global Note"). If a Global Note in bearer form is stated in the applicable Final Terms to be issued in new
global note ("NGN") form such Global Note will be delivered on or prior to the original issue date of the Tranche to a common safekeeper (the "Common
Safekeeper") for Euroclear Bank SA/NV, ("Euroclear") and Clearstream Banking, société anonyme, Luxembourg ("Clearstream, Luxembourg").
Global Notes in bearer form which are not issued in NGN form ("Classic Global Notes" or "CGNs") will be deposited on the issue date with a common
depositary on behalf of Euroclear and Clearstream, Luxembourg (the "Common Depositary").
Each issue of Registered Notes will initially be represented by one or more registered Global Notes.
Arranger for the Programme
BNP Paribas
Dealers
(in respect of issues by BNPP)
Barclays Capital
Goldman Sachs International
BNP Paribas UK Limited
J.P. Morgan
Citi
BofA Merrill Lynch
Credit Suisse
Morgan Stanley
UBS Investment Bank
Dealer
(in respect of issues by BNPP B.V.)
BNP Paribas Arbitrage S.N.C.
2

Each of BNPP B.V. (in respect of itself) and BNPP (in respect of itself and BNPP B.V.) accepts
responsibility for the information contained in this Base Prospectus. To the best of the knowledge of
each of BNPP B.V. and BNPP (who have taken all reasonable care to ensure that such is the case),
the information contained herein is in accordance with the facts and does not omit anything likely to
affect the import of such information.
This Document is to be read in conjunction with all documents which are incorporated herein by
reference as described in "Documents Incorporated by Reference" below. This Document shall be
read and construed on the basis that such documents are so incorporated and form part of this
Document.
Information contained in this Document which is sourced from a third party has been accurately
reproduced and, as far as each Issuer is aware and is able to ascertain from information published by
the relevant third party, no facts have been omitted which would render the reproduced information
inaccurate or misleading. Each Issuer has also identified the source(s) of such information The
applicable Final Terms will (if applicable) specify the nature of the responsibility taken by the relevant
Issuer and, if applicable, the Guarantor for the information relating to the underlying asset, index or
other item(s) to which the Notes relate.
This Document (together with supplements to this Document from time to time (each a "Supplement"
and together the "Supplements") comprises a base prospectus for the purposes of (i) Article 5.4 of
Directive 2003/71/EC (the "Prospectus Directive") and (ii) the relevant implementing measures in
the Grand Duchy of Luxembourg and, in each case, for the purpose of giving information with regard
to the Issuers. In relation to each separate issue of Notes, the final offer price and the amount of such
Notes will be determined by the relevant Issuer and the relevant Dealers in accordance with prevailing
market conditions at the time of the issue of the Notes and will be set out in the relevant Final Terms.
Subject as provided in the applicable Final Terms, the only persons authorised to use this Document
in connection with an offer of Notes are the persons named in the applicable Final Terms as the
relevant Dealer or the Managers and the persons named in or identifiable following the applicable
Final Terms as the Financial Intermediaries, as the case may be.
The Dealers have not separately verified the information contained herein. Accordingly, no
representation, warranty or undertaking, express or implied, is made and no responsibility is accepted
by the Dealers as to the accuracy or completeness of the information contained in this Document or
any other information provided by BNPP B.V. and/or the Bank in connection with the Programme or
the Notes. The Dealers accept no liability in relation to the information contained in this Document or
any other information provided by BNPP B.V. and/or the Bank in connection with the Programme or
the Notes.
No person has been authorised to give any information or to make any representation not contained
in or not consistent with this Document or any further information supplied in connection with the
Programme or the Notes and, if given or made, such information or representation must not be relied
upon as having been authorised by BNPP B.V. and/or BNPP or any of the Dealers.
In connection with the issue and sale of Notes, none of BNPP B.V., BNPP and/or their affiliates will,
unless agreed to the contrary in writing, act as a financial adviser to any Noteholder.
Neither this Document nor any other information supplied in connection with the Programme or the
Notes is intended to provide the basis of any credit or other evaluation and should not be considered
as recommendations by BNPP B.V. and/or BNPP or any of the Dealers that any recipient of this
Document or any other information supplied in connection with the Programme should purchase any
of the Notes. Each investor contemplating purchasing any of the Notes should make its own
independent investigation of the financial condition and affairs, and its own appraisal of the
creditworthiness, of the relevant Issuer and where the relevant Issuer is BNPP B.V., the Bank. Neither
this Document nor any other information supplied in connection with the Programme or the Notes
constitutes an offer or invitation by or on behalf of BNPP B.V. and/or BNPP or any of the Dealers to
any person to subscribe for or to purchase any of the Notes.
The delivery of this Document does not at any time imply that the information contained herein
concerning BNPP B.V. and/or BNPP is correct at any time subsequent to the date of this Document or
that any other information supplied in connection with the Programme or the Notes is correct as of any
3

time subsequent to the date indicated in the document containing the same. The Dealers expressly
do not undertake to review the financial condition or affairs of BNPP B.V. and/or BNPP during the life
of the Programme. Prospective investors should review, inter alia, the most recently published audited
annual non-consolidated financial statements of BNPP B.V. and/or the most recently published
audited annual consolidated financial statements and unaudited semi-annual interim consolidated
financial statements of BNPP, when deciding whether or not to purchase any of the Notes.
This Document does not constitute, and may not be used for or in connection with, an offer to any
person to whom it is unlawful to make such offer or a solicitation by anyone not authorised so to act.
The distribution of this Document and the offer or sale of the Notes may be restricted by law in certain
jurisdictions. Persons into whose possession this Document or any Notes come must inform
themselves about, and observe, any such restrictions. In particular, there are restrictions on the
distribution of this Document and the offer or sale of the Notes in the European Economic Area
("EEA") (and certain member states thereof), Japan and the United States (see "Subscription and
Sale" below).
The Notes and Guarantee have not been and will not be registered under the United States Securities
Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state
or jurisdiction of the United States, and include Notes in bearer form that are subject to U.S. tax law
requirements. Subject to certain exceptions, Notes may not be offered, sold or, in the case of Notes in
bearer form, delivered within the United States or to, or for the account or benefit of, U.S. persons, as
defined in Regulation S under the Securities Act ("Regulation S") (see "Subscription and Sale"
below).
This Document has been prepared on the basis that, except to the extent sub-paragraph (ii) below
may apply, any offer of Notes in any Member State of the European Economic Area which has
implemented the Prospectus Directive (each, a "Relevant Member State") will be made pursuant to
an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from
the requirement to publish a prospectus for offers of Notes. Accordingly any person making or
intending to make an offer in that Relevant Member State of Notes which are the subject of an
offering contemplated in this Document as completed by final terms in relation to the offer of those
Notes may only do so (i) in circumstances in which no obligation arises for the Issuer or any Dealer to
publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus
pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer, or (ii) if a
prospectus for such offer has been approved by the competent authority in that Relevant Member
State or, where appropriate, approved in another Relevant Member State and notified to the
competent authority in that Relevant Member State and (in either case) published, all in accordance
with the Prospectus Directive, provided that any such prospectus has subsequently has been
completed by final terms which specify that offers may be made other than pursuant to Article 3(2) of
the Prospectus Directive in that Relevant Member State and such offer is made in the period
beginning and ending on the dates specified for such purpose in such prospectus or final terms, as
applicable. Except to the extent sub-paragraph (ii) above may apply, neither the Issuer nor any
Dealer have authorised, nor do they authorise, the making of any offer of Notes in circumstances in
which an obligation arises for the Issuer or any Dealer to publish or supplement a prospectus for such
offer.
IN CONNECTION WITH THE ISSUE OF ANY TRANCHE (AS DEFINED IN "TERMS AND
CONDITIONS OF THE NOTES" BELOW) OF NOTES, THE DEALER OR DEALERS (IF ANY)
NAMED AS THE STABILISING MANAGER(S) (THE "STABILISING MANAGER(S)") (OR
PERSONS ACTING ON BEHALF OF ANY STABILISING MANAGER(S)) IN THE APPLICABLE
FINAL TERMS MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO
SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH
MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE THAT THE
STABILISING MANAGER(S) (OR PERSONS ACTING ON BEHALF OF A STABILISING
MANAGER) WILL UNDERTAKE STABILISATION ACTION. ANY STABILISATION ACTION MAY
BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE FINAL
TERMS OF THE OFFER OF THE RELEVANT TRANCHE OF NOTES IS MADE AND, IF BEGUN,
MAY BE ENDED AT ANY TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF 30 DAYS
AFTER THE ISSUE DATE OF THE RELEVANT TRANCHE AND 60 DAYS AFTER THE DATE OF
4

THE ALLOTMENT OF THE RELEVANT TRANCHE. ANY STABILISATION ACTION OR OVER-
ALLOTMENT SHALL BE CONDUCTED IN ACCORDANCE WITH ALL APPLICABLE LAWS AND
RULES.
In this Document, references to "euro", "EURO", "Euro", "EUR" and "" refer to the currency
introduced at the start of the third stage of European economic and monetary union pursuant to the
Treaty on the Functioning of the European Union and as amended by the Treaty of Amsterdam,
references to "$", "U.S.$" and "U.S. dollars" are to United States dollars, references to "cents" are to
United States cents, references to "yen" and "¥" are to Japanese yen, references to "sterling" and "£"
are to pounds sterling and references to "CHF" are to Swiss francs.
FORWARD-LOOKING STATEMENTS
The sections of this Document from, and including "BNP Paribas Group" to, but excluding, "Taxation"
below contain forward-looking statements. BNP Paribas and the BNP Paribas Group (being BNP
Paribas together with its consolidated subsidiaries, the "Group") may also make forward-looking
statements in their audited annual financial statements, in their interim financial statements, in their
offering circulars, in press releases and other written materials and in oral statements made by their
officers, directors or employees to third parties. Statements that are not historical facts, including
statements about the Bank's and/or Group's beliefs and expectations, are forward-looking statements.
These statements are based on current plans, estimates and projections, and therefore undue
reliance should not be placed on them. Forward-looking statements speak only as of the date they are
made, and the Bank and the Group undertake no obligation to update publicly any of them in light of
new information or future events.
PRESENTATION OF FINANCIAL INFORMATION
Most of the financial data presented or incorporated by reference in this Base Prospectus is
presented in euros.
BNP Paribas consolidated financial statements for the years ended 31 December 2008 and
31 December 2009 have been prepared in accordance with international financial reporting standards
("IFRS") as adopted by the European Union. The Group's fiscal year ends on 31 December and
references in the information statement dated 3 June 2010 (the "Information Statement") to any
specific fiscal year are to the twelve-month period ended 31 December of such year.
The financial statements for the years ended 31 December 2008 and 31 December 2009 of BNP
Paribas Arbitrage Issuance B.V. were prepared in accordance with Dutch generally accepted
accounting principles.
Due to rounding, the numbers presented or incorporated by reference throughout this Document or
the Information Statement may not add up precisely, and percentages may not reflect precisely
absolute figures.
5

Table of Contents
Summary............................................................................................................................................7
Risk Factors .....................................................................................................................................18
Documents Incorporated by Reference.............................................................................................42
General Description of the Programme.............................................................................................45
Terms and Conditions of the Notes...................................................................................................56
Annex 1 Additional Terms and Conditions for Index Linked Notes.....................................................96
Annex 2 Additional Terms and Conditions for Share Linked Notes ..................................................126
Annex 3 Additional Terms and Conditions for Inflation Linked Notes ...............................................146
Annex 4 Additional Terms and Conditions for Commodity Linked Notes..........................................152
Annex 5 Additional Terms and Conditions for Fund Linked Notes ...................................................163
Annex 6 Additional Terms and Conditions for Credit Linked Notes ..................................................175
Annex 7 Additional Terms and Conditions for ETI Linked Notes......................................................227
Annex 8 Additional Terms and Conditions for Foreign Exchange (FX) Rate Linked Notes ...............246
Use of Proceeds.............................................................................................................................252
Form of Deed of Guarantee............................................................................................................253
Form of the Notes...........................................................................................................................257
Clearing Systems ...........................................................................................................................260
Form of Final Terms .......................................................................................................................261
BNP Paribas Arbitrage Issuance B.V. .............................................................................................315
Taxation .........................................................................................................................................318
EU Directive on the Taxation of Savings Income.............................................................................319
Austrian Taxation ...........................................................................................................................320
Belgium Taxation............................................................................................................................322
French Taxation .............................................................................................................................324
German taxation.............................................................................................................................326
Italian Taxation...............................................................................................................................329
Luxembourg Taxation.....................................................................................................................334
Netherlands Taxation .....................................................................................................................337
Portuguese Taxation ......................................................................................................................340
UK Taxation ...................................................................................................................................342
Subscription and Sale.....................................................................................................................343
General Information........................................................................................................................350
6

SUMMARY
This summary must be read as an introduction to this Document. Any decision to invest in any Notes
should be based on a consideration of this Document as a whole, including the documents
incorporated by reference. Following the implementation of the relevant provisions of the Prospectus
Directive in each Member State of the European Economic Area no civil liability will attach to any
Responsible Persons in any such Member State in respect of this Summary unless it is misleading,
inaccurate or inconsistent when read together with the other parts of this Document. Where a claim
relating to information contained in this Document is brought before a court in a Member State of a
European Economic Area State, the plaintiff may, under the national legislation of the Member State
where the claim is brought, be required to bear the costs of translating this Document before the legal
proceedings are initiated.
Words and expressions defined in "Form of the Notes" and "Terms and Conditions of the Notes"
below and in the applicable Final Terms shall have the same meanings in this summary.
Issuers
BNP Paribas ("BNPP" or the "Bank", and together with its
consolidated subsidiaries, the "Group")
BNP Paribas Arbitrage Issuance B.V. ("BNPP B.V.")
Guarantor (in the case of Notes
BNP Paribas
issued by BNPP B.V.)
Description of BNPP B.V.
BNPP B.V. is a private company with limited liability under
Dutch law. Its principal objectives are to issue and acquire
financial instruments of any nature and to enter into related
agreements for account of various entities of the Group. Its
objects, among other things, as set out in its articles of
association and principal activities are to:
(i)
borrow, lend out and collect monies, including but not
limited to the issue or the acquisition of debentures,
debt instruments, financial instruments such as, inter
alia, notes of any nature, with or without indexation
based on, inter alia, shares, baskets of shares, stock
exchange indices, currencies, commodities,
commodity indices or futures on commodities and to
enter into related agreements; and
(ii)
engage in industrial, financial and commercial
activities of any nature, and all other things as may be
deemed incidental or conducive to the attainment of its
objects.
Description of BNPP
The Group is a leading provider in Europe of banking and
financial services and has four domestic retail banking markets
in Europe, namely in Belgium, France, Italy and Luxembourg.
It is present in over 80 countries and has more than 200,000
employees, including 160,000 in Europe.
BNP Paribas holds key positions in its three activities:
·
Retail Banking, which includes the following operating
entities:

French Retail Banking (FRB),

BNL banca commerciale (BNL bc), Italian
retail banking,

BeLux Retail Banking,

European Mediterranean,
7

BancWest,

Personal Finance,

Equipment Solutions,
·
Investment Solutions;
·
Corporate and Investment Banking (CIB).
The acquisition of Fortis Banque and BGL has strengthened
the retail banking businesses in Belgium and Luxembourg, as
well as Investment Solutions and Corporate and Investment
Banking.
BNP Paribas is the parent company of the Group.
At 31 December 2009, the Group had consolidated assets of
2,057.7 billion (compared to 2,075.6 billion at 31 December
2008), consolidated loans and receivables due from customers
of 678.8 billion (compared to 494.4 billion at 31 December
2008), consolidated items due to customers of 604.9 billion
(compared to 414.0 billion at 31 December 2008) and
shareholders' equity (Group share) of 69.5 billion (compared
to 53.2 billion at 31 December 2008). Pre-tax net income at
31 December 2009 was 9.0 billion (compared to 3.9 billion
at 31 December 2008). Net income, Group share, at 31
December 2009 was 5.8 billion (compared to 3.0 billion at
31 December 2008).
Risk Factors (Issuers)
There are certain factors that may affect each Issuer's ability to
fulfil its obligations under the Notes issued under the
Programme and (where applicable) the Guarantor's obligations
under the Guarantee. These include the following risk factors
related to the Bank and its industry:
(i)
Nine main categories of risks are inherent in the
Bank's activities:
·
Credit and counterparty Risk;
·
Market Risk;
·
Operational Risk;
·
Asset-Liability Management Risk;
·
Liquidity and Refinancing Risk;
·
Insurance Subscription Risk;
·
Break-even Risk;
·
Strategy Risk; and
·
Concentration Risk.
Difficult market and economic conditions could in the future
have a material adverse effect on the operating environment
for financial institutions and hence on the Bank's financial
condition, results of operations and cost of risk.
The recent financial crisis has resulted, and is likely to continue
to result, in more restrictive regulation of the financial services
industry, which could have a material adverse effect on the
Bank's business, financial condition and results of operations.
8

A number of the exceptional measures taken by governments,
central banks and regulators to remedy the financial crisis,
stabilize financial markets and bolster financial institutions
have recently been or will soon be completed or stopped,
which, given the currently fragile recovery, could adversely
affect operating conditions for banks.
A substantial increase in new provisions or a shortfall in the
level of previously recorded provisions could adversely affect
the Bank's results of operations and financial condition.
The Bank may incur significant losses on its trading and
investment activities due to market fluctuations and volatility.
The Bank may generate lower revenues from brokerage and
other commission and fee-based businesses during market
downturns.
Protracted market declines can reduce liquidity in the markets,
making it harder to sell assets and possibly leading to material
losses.
Significant interest rate changes could adversely affect the
Bank's revenues or profitability.
The soundness and conduct of other financial institutions and
market participants could adversely affect the Bank.
The Bank's competitive position could be harmed if its
reputation is damaged.
An interruption in or a breach of the Bank's information
systems may result in lost business and other losses.
Unforeseen external events can interrupt the Bank's
operations and cause substantial losses and additional costs.
The Bank is subject to extensive and evolving regulatory
regimes in the countries and regions in which it operates.
Notwithstanding the Bank's risk management policies,
procedures and methods, it could still be exposed to
unidentified or unanticipated risks, which could lead to material
losses.
The Bank's hedging strategies may not prevent losses.
The Bank's external growth policy carries certain risks,
particularly with respect to the integration of acquired entities,
and the Bank may be unable to realise the benefits expected
from its acquisitions.
Intense competition, especially in France where it has the
largest single concentration of its businesses, could adversely
affect the Bank's revenues and profitability.
The following risk factors relate to BNPP B.V. BNPP B.V. is
not an operating company. BNPP B.V.'s sole business is the
raising and borrowing of money by issuing securities or other
obligations. BNPP B.V. has, and will have, no assets other
than OTC contracts, cash and fees payable to it, or other
assets acquired by it, in each case in connection with the issue
of the Notes or entry into other obligations relating to the
Programme from time to time. The net proceeds from each
issue of Notes issued by BNPP B.V. will become part of the
9

general funds of BNPP B.V. BNPP B.V. may use such
proceeds to maintain positions in certain hedging agreements.
The ability of BNPP B.V. to meet its obligations under Notes
issued by it will depend on the receipt by it of payments under
the relevant hedging agreements. Consequently, BNPP B.V. is
exposed to the ability of counterparties in respect of such
hedging agreements to perform their obligations under such
hedging agreements.
Risk Factors (Notes)
There are certain factors which are material for the purposes of
assessing the market risks associated with the Notes issued
under the Programme. These are set out under "Risk Factors"
below and include exposure to one or more index, share,
(including global depositary receipts ("GDRs") and/or
American depositary receipts ("ADRs")), inflation index,
commodity and/or commodity index, fund, the credit of one or
more reference entity, interest in an exchange traded
instrument, or foreign exchange rate (each an "Underlying
Reference"), leverage, certain factors affecting the value and
trading price of the Notes, certain considerations regarding
hedging, specific risks in relation to Index Linked Notes, Share
Linked Notes (including GDRs and ADRs), Inflation Linked
Notes, Commodity Linked Notes, Fund Linked Notes, Credit
Linked Notes, ETI Linked Notes and Foreign Exchange (FX)
Rate Linked Notes (each as defined below), specific risks in
relation to Notes linked to hedge funds or Notes linked to an
Underlying Reference from an emerging or developing market,
specific risks in relation to Dynamic Notes, limitations on the
liquidity of Notes where denominations involve integral
multiples, market disruption or failure to open of an exchange,
redemption disruption, additional adjustment events, potential
adjustment events or extraordinary events affecting shares or
fund shares, extraordinary fund events, post-issuance
information, change of law, effect of credit rating reduction,
potential conflicts of interest, early redemption, interest rate
changes, foreign exchange rate variation and possible
illiquidity of Notes in the secondary market.
Legal and regulatory
Notes may also be issued to third parties other than Dealers
requirements
on the basis of enquiries made by such third parties to the
Issuer, including Dealers appointed in relation to issues of
Notes denominated in particular currencies in compliance with
applicable regulations and guidelines from time to time. Each
issue of Notes denominated in a currency in respect of which
particular laws, guidelines, regulations, restrictions or reporting
requirements apply will only be issued in circumstances which
comply with such laws, guidelines, regulations, restrictions or
reporting requirements from time to time (see "Subscription
and Sale") including the following restrictions applicable at the
date of this Document.
Programme Amount
90,000,000,000 (or its equivalent in other currencies
calculated on the date that programme agreement in respect of
the Notes is executed (the "Agreement Date")) outstanding at
any one time. As provided in the Programme Agreement the
nominal amount of Notes outstanding under the Programme
may be further increased.
10