Obligation BN Paribas Cardif 4.032% ( FR0012329845 ) en EUR

BN Paribas Cardif

97.23 % ▼

France

FR0012329845 ( en EUR )

4.032% par an ( paiement annuel )

Perpétuelle

Prospectus brochure de l'obligation BNP Paribas Cardif FR0012329845 en EUR 4.032%, échéance Perpétuelle

25/11/2025 ( Dans 53 jours )

BNP Paribas Cardif est une compagnie d'assurance vie et dommages spécialisée dans l'assurance des personnes, filiale du groupe BNP Paribas, présente dans 36 pays et offrant une large gamme de produits d'assurance en partenariat avec des banques et des courtiers.

L'obligation perpétuelle émise par BNP Paribas Cardif (FR0012329845), cotée actuellement à 97,23% du nominal en EUR, offre un taux d'intérêt de 4,032% avec une fréquence de paiement annuelle.

PROSPECTUS DATED 21 NOVEMBER 2014

BNP PARIBAS CARDIF
1,000,000,000 Fixed to Floating Rate Undated Subordinated Notes
Issue Price: 100.00 per cent.
This prospectus (the Prospectus) does not constitute a prospectus for the purposes of the Directive 2003/71/EC of the European Parliament and of the
Council dated 4 November 2003, as amended (the Prospectus Directive). Accordingly, this Prospectus has not been and will not be submitted for
approval to any competent authority within the meaning of the Prospectus Directive and in particular the Luxembourg Commission de Surveillance du
Secteur Financier, in its capacity as competent authority for the purposes of the Prospectus Directive.
Application has been made to the Luxembourg Stock Exchange, in its capacity as market operator of the Euro MTF Market (the Euro MTF Market)
under the rules and regulations of the Luxembourg Stock Exchange, to approve the final Prospectus pursuant to part IV of the Luxembourg law on
prospectuses for securities dated 10 July 2005, as amended. Application has been made for the Notes to be listed on the official list of the
Luxembourg Stock Exchange and to be admitted to trading on the Euro MTF Market. The Euro MTF Market is not a regulated market for the
purposes of the Directive 2004/39/EC on markets in financial instruments.
The 1,000,000,000 fixed to floating rate undated subordinated notes (the Notes) of BNP PARIBAS CARDIF (the Issuer or BNP PARIBAS
CARDIF) will be issued outside France on 25 November 2014 (the Issue Date) in the denomination of 100,000 each.
The Notes have no fixed maturity. The Issuer shall have the right (subject, in particular, to the prior approval of the Relevant Supervisory Authority)
to redeem the Notes, in whole but not in part, on the Interest Payment Date falling on or about the First Call Date or upon any Interest Payment Date
thereafter as further specified in "Terms and Conditions of the Notes -- Redemption and Purchase". In addition, the Issuer may (subject, in particular,
to the prior approval of the Relevant Supervisory Authority) redeem the Notes at any time for tax reasons or following a Capital Disqualification
Event or an Accounting Event or if the conditions for a Clean-up Call are satisfied, as set out in "Terms and Conditions of the Notes -- Redemption
and Purchase".
Each Note will bear interest on its principal amount (i) from (and including) the Issue Date to (but excluding) 25 November 2025 (the First Call
Date), at a fixed rate of 4.032 per cent. per annum payable annually in arrear on 25 November in each year, commencing on 25 November 2015 and
(ii) from (and including) the First Call Date to (but excluding) the Redemption Date, at the Floating Interest Rate payable quarterly in arrear on 25
February, 25 May, 25 August and 25 November in each year, commencing on 25 February 2026, as further specified in "Terms and Conditions of the
Notes -- Interest". Payment of interest on the Notes shall be deferred under certain circumstances, as set out in "Terms and Conditions of the Notes -
Interest - Interest Deferral".
The Notes will be issued in dematerialised bearer form (au porteur). Title to the Notes will be evidenced in accordance with Article L.211-3 and
R.211-1 of the French Code monétaire et financier by book-entries (inscription en compte) in the books of Account Holders. No physical document
of title (including certificats représentatifs pursuant to Article R.211-7 of the French Code monétaire et financier) will be issued in respect of the
Notes. The Notes will, upon issue, be inscribed in the books of Euroclear France, which shall credit the accounts of the Account Holders, as set out in
"Terms and Conditions of the Notes Denomination, Form and Title of the Notes".
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act) or under any securities law
of any state or other jurisdiction of the United States and may not be offered or sold within the United States or, or for the account or benefit of, to
U.S. persons (as defined in Regulation S under the Securities Act) except in transactions exempt from or not subject to the registration requirements
of the Securities Act and in compliance with any applicable state securities laws. Accordingly, the Issuer is offering the Notes only to non-U.S.
persons outside the United States in offshore transactions within the meaning of and in reliance upon Regulation S under the Securities Act
(Regulation S). For a description of certain restrictions on offers and sales of Notes and on distribution of this Prospectus, see "Subscription and
Sale".
The Notes are expected to be rated BBB- by Standard & Poor's Credit Market Services France, a division of The McGraw-Hill Companies, Inc
(S&P). As at the date of this Prospectus, S&P is established in the European Union and is registered under the Regulation (EC) No. 1060/2009 of the
European Parliament and of the Council dated 16 September 2009, on credit rating agencies, as amended by Regulation (EU) No. 513/2011 (the CRA
Regulation). As such, S&P is included in the list of credit rating agencies published by the European Securities and Markets Authority (ESMA) on
its website (at http://esma.europa.eu/page/list-registered-and-certified-CRAs) in accordance with the CRA Regulation. A credit rating is not a
recommendation to buy, sell or hold securities and may be suspended, revised or withdrawn at any time without notice.
Copies of this Prospectus are available on the websites of the Luxembourg Stock Exchange (www.bourse.lu) and of the Issuer
(www.bnpparibascardif.com) and may be obtained, without charge on request, at the principal office of the Issuer during normal business hours.
Copies of all documents incorporated by reference in this Prospectus are available (i) on the website of the Luxembourg Stock Exchange

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(www.bourse.lu).and (ii) on the website of the Issuer (www.bnpparibascardif.com) and may be obtained, without charge on request, at the principal
office of the Issuer during normal business hours.
An investment in the Notes involves certain risks. Potential investors should review all the information contained or incorporated by
reference in this document and, in particular, the information set out in the section entitled "Risk Factors" before making a decision to invest
in the Notes.

Structuring Advisor, Global Coordinator and Sole Bookrunner

BNP Paribas

Joint Lead Managers
Banca IMI S.p.A.
Banco Santander, S.A.
BNP Paribas
HSBC Bank plc
Lloyds Bank plc
Mediobanca-Banca di Credito Finanziario SpA
The Royal Bank of Scotland

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Certain information contained in this Prospectus and/or documents incorporated herein by reference have
been extracted from sources specified in the sections where such information appears. The Issuer confirms
that such information has been accurately reproduced and that, so far as it is aware and is able to ascertain
from information published by the above sources, no facts have been omitted which would render the
information reproduced inaccurate or misleading. The Issuer has also identified the source(s) of such
information.
Unless otherwise specified herein, references to the Group are to the Issuer, together with its consolidated
subsidiaries.
This Prospectus is to be read in conjunction with any supplement that may be published, and all documents
which are incorporated herein by reference (see the section entitled "Documents Incorporated by
Reference"). This Prospectus shall be read and construed on the basis that such documents are
incorporated in, and form part of, this Prospectus.
The Joint Lead Managers (as defined in the section entitled "Subscription and Sale") have not independently
verified the information contained herein. Accordingly, no representation, warranty or undertaking, express
or implied, is made and no responsibility or liability is accepted by the Joint Lead Managers as to the
accuracy or completeness of any of the information contained or incorporated by reference in this
Prospectus or any other information provided by the Issuer in connection with the issue and sale of the
Notes.
This Prospectus does not constitute a prospectus for the purpose of the Prospectus Directive and has been
prepared for the purposes of giving information with regard to, the Issuer, the Group and the Notes which,
according to the particular nature of the Issuer and the Notes, is necessary to enable investors to make an
informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the
Issuer and the Group.
In connection with the issue and sale of the Notes, no person is or has been authorised by the Issuer or the
Joint Lead Managers to give any information or to make any representation not contained in or not
consistent with this Prospectus and if given or made, such information or representation must not be relied
upon as having been authorised by the Issuer or the Joint Lead Managers.
Neither the delivery of this Prospectus nor the offering, sale or delivery of any Notes shall in any
circumstances imply that the information contained herein concerning the Issuer is correct at any time
subsequent to the date hereof or that there has been no change in the affairs of the Issuer or those of the
Group since the date hereof or the date upon which this Prospectus has been most recently supplemented or
that there has been no adverse change in the financial position of the Issuer or that of the Group since the
date hereof or the date upon which this Prospectus has been most recently supplemented or that any other
information supplied in connection with the issue and sale of the Notes is correct as of any time subsequent
to the date indicated in the document containing the same. The Joint Lead Managers do not undertake to
review the financial condition or affairs of the Issuer during the life of the Notes or to advise any investor in
the Notes of any information coming to its attention. Investors should review, inter alia, the documents
incorporated by reference into this Prospectus when deciding whether or not to subscribe for or to purchase
any Notes.
Neither this Prospectus nor any other information supplied in connection with the issue and sale of the Notes
(a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a
recommendation by the Issuer or the Joint Lead Managers that any recipient of this Prospectus or any other
information supplied in connection with the issue and sale of the Notes should purchase any Notes. Neither
this Prospectus nor any other information supplied in connection with the issue and sale of the Notes
constitutes an offer or invitation by or on behalf of the Issuer or the Joint Lead Managers to any person to
subscribe for or to purchase any Notes.

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In making an investment decision regarding the Notes, prospective investors should rely on their own
independent investigation and appraisal of (a) the Issuer, the Group, their business, their financial condition
and affairs and (b) the terms of the offering, including the merits and risks involved. The content of this
Prospectus is not to be construed as legal, business or tax advice. Each prospective investor should consult
its own advisers as to legal, tax, financial, credit and related aspects of an investment in the Notes and the
suitability of investing in the Notes in light of its particular circumstances. None of the Joint Lead Managers
undertakes to review the financial condition or affairs of the Issuer or the Group after the date of this
Prospectus nor to advise any investor or potential investor in the Notes of any information coming to the
attention of any of the Joint Lead Managers. Potential investors should, in particular, read carefully the
section entitled "Risk Factors" set out below before making a decision to invest in the Notes.
This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes in any
jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The
distribution of this Prospectus and the offer or sale of Notes may be restricted by law in certain jurisdictions.
The Issuer and the Joint Lead Managers do not represent that this Prospectus may be lawfully distributed, or
that any Notes may be lawfully offered, in compliance with any applicable registration or other requirements
in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for
facilitating any such distribution or offering. In particular, no action has been taken by the Issuer or the
Joint Lead Managers which would permit a public offering of any Notes or distribution of this Prospectus in
any jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or sold,
directly or indirectly, and neither this Prospectus nor any advertisement or other offering material may be
distributed or published in any jurisdiction, except under circumstances that will result in compliance with
any applicable laws and regulations. Persons into whose possession this Prospectus or any Notes may come
must inform themselves about, and observe, any such restrictions on the distribution of this Prospectus and
the offering and sale of Notes. In particular, there are restrictions on the distribution of this Prospectus and
the offer or sale of Notes in the United States, the United Kingdom and France, see the section entitled
"Subscription and Sale".
This Prospectus is being provided for informational use solely in connection with the consideration of a
purchase of the Notes in offshore transactions complying with Rule 903 or Rule 904 of Regulation S under
the U.S. Securities Act. Its use for any other purpose is not authorized.
In this Prospectus, unless otherwise specified or the context requires, references to euro, EUR and are to
the single currency of the participating member states of the European Economic and Monetary Union
which was introduced on 1 January 1999.
In connection with the issue of the Notes, BNP Paribas (herein referred to as the Stabilising Manager), (or
persons acting on behalf of the Stabilising Manager), may over-allot or effect transactions with a view to
supporting the market price of the Notes at a level higher than that which might otherwise prevail but in
doing so the Stabilising Manager shall act as principal and not as agent of the Issuer. However, there is no
assurance that the Stabilising Manager (or persons acting on behalf of the Stabilising Managers) 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 Notes is made and, if begun, may be ended at any time,
but it must end no later than the earlier of thirty (30) calendar days after the issue date of the Notes and sixty
(60) calendar days after the date of the allotment of the Notes. Any stabilisation action or over-allotment
must be conducted by the Stabilising Manager (or person(s) acting on its behalf) in accordance with all
applicable laws and rules. As between the Issuer and the Stabilising Manager, any loss resulting from over-
allotment and stabilisation shall be borne, and any profit arising therefrom shall be retained, by the
Stabilising Manager.

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FORWARD-LOOKING STATEMENTS
Certain statements contained herein are forward-looking statements including, but not limited to, statements
that are predictions of or indicate future events, trends, business strategies, expansion and growth of
operations plans or objectives, competitive advantage and regulatory changes, based on certain assumptions
and include any statement that does not directly relate to a historical fact or current fact. The Issuer and the
Group may also make forward-looking statements in its audited annual financial statements, in its
prospectuses, in press releases and other written materials and in oral statements made by its officers,
directors or employees to third parties. Forward-looking statements are typically identified by words or
phrases such as, without limitation, "anticipate", "assume", "believe", "continue", "estimate", "expect",
"foresee", "intend", "may increase" and "may fluctuate" and similar expressions or by future or conditional
verbs such as, without limitation, "will", "should", "would" and "could." Undue reliance should not be placed
on such statements, because, by their nature, they are subject to known and unknown risks, uncertainties, and
other factors and actual results may differ materially from any future results, performance or achievements
expressed or implied by such forward-looking statements. Please refer to the section entitled "Risk Factors"
below.
BNP PARIBAS CARDIF operates in a continually changing environment and new risks emerge continually.
Forward-looking statements speak only as of the date they are made and BNP PARIBAS CARDIF does not
undertake any obligation to update or revise any of these forward-looking statements, to reflect new
information, future events or circumstances or otherwise.

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TABLE OF CONTENTS
Section
Page
Persons Responsible for the Information Given in the Prospectus ..................................................................... 7
Risk Factors ........................................................................................................................................................ 8
General Description of the Notes ..................................................................................................................... 26
Documents Incorporated by Reference ............................................................................................................ 38
Terms and Conditions of the Notes .................................................................................................................. 40
Use of Proceeds ................................................................................................................................................ 59
Description of the Issuer and the BNP PARIBAS CARDIF GROUP ............................................................. 60
Taxation ............................................................................................................................................................ 83
Subscription and Sale ....................................................................................................................................... 88
General Information ......................................................................................................................................... 90

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PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE PROSPECTUS
To the best knowledge of the Issuer (having taken all reasonable care to ensure that such is the case), the
information contained in this Prospectus is in accordance with the facts and contains no omission likely to
affect its import.

BNP PARIBAS CARDIF
1, boulevard Haussmann
75009 Paris
France

Duly represented by:
Pierre de Villeneuve
Président-Directeur Général

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RISK FACTORS
Prior to making an investment decision, prospective investors in the Notes offered hereby should consider
carefully, among other things and in light of their financial circumstances and investment objectives, all the
information of this Prospectus and, in particular, the risks factors set forth below. Each of the risks
highlighted below could have a material adverse effect on the business, operations, financial conditions or
prospects of the Issuer, which in turn could have a material adverse effect on the amount of principal and
interest which investors will receive in respect of the Notes. In addition, each of the risks highlighted below
could adversely affect the trading price of the Notes or the rights of investors under the Notes and, as a
result, investors could lose some or all of their investment.
The Issuer believes that the factors described below represent the principal risks inherent in investing in the
Notes, but this section is not intended to be exhaustive and the inability of the Issuer to pay interest, principal
or other amounts on or in connection with any Notes may be caused by events the occurrence of which, in
the view of the Issuer, is so unlikely that they should not be considered significant risks based on information
currently available to the Issuer or which it may not currently be able to anticipate.
Prospective investors should make their own independent evaluation of all risk factors contained in this
section.
Words and expressions defined in the section entitled "Terms and Conditions of the Notes" herein shall have
the same meanings in this section.
The order in which the following risks factors are presented is not an indication of the likelihood of their
occurrence.
1.
RISK FACTORS RELATING TO THE ISSUER
1.1
General legal and economic risks
Compliance with government policy, regulation or legislation in the countries in which the Issuer
operates may affect its profitability.
The Issuer is subject to extensive regulation and supervision in the jurisdictions in which it does
business. This includes, notably, matters relating to licensing and examination, rate setting, trade
practices, policy reforms, limitations on the nature and amount of certain investments, underwriting
and claims practices, guarantee funds, adequacy of its claims provisions, capital and surplus
requirements, insurer solvency, the amount of dividends that may be paid and underwriting
standards. Such regulation and supervision is primarily for the benefit and protection of
policyholders and not for the benefit of investors. In some cases, regulation in one country may
affect business operations in another country. As the amount and complexity of these regulations
increase, the cost of compliance and the risk of non-compliance will also increase. If the Issuer does
not meet regulatory or other requirements, the Issuer may suffer penalties including fines,
suspension or cancellation of its insurance licenses which could adversely affect its ability to render
its services and do business. In addition, significant regulatory action against the Issuer could have
material adverse financial effects, cause significant reputational harm or harm its business prospects.
In addition, the Issuer may be adversely affected by changes in governmental policy or legislation
applying to companies in the insurance industry. These changes include possible changes in
regulations covering pricing and benefit payments for certain statutory classes of business, the
deregulation and nationalization of certain classes of business, the regulation of selling practices,
the regulations covering policy terms and the imposition of new taxes and assessments or increases
in existing taxes and assessments. Regulatory changes may affect its existing and future

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businesses by, for example, causing customers to cancel or not renew existing policies or requiring
the Issuer to change its range of products or to provide certain products (such as terrorism or flood
cover where it is not already required) and services, redesign its technology or other systems, retrain
its staff, pay increased tax or incur other costs. It is not possible to determine what changes in
governmental policy or legislation will be adopted in any jurisdiction in which the Issuer operates
and, if so, what form they will take or in what jurisdictions they may occur. Insurance laws or
regulations that are adopted or amended may be more restrictive than its current requirements, may
result in higher costs or limit its growth or otherwise adversely affect its operations.
Competition risk
There is substantial competition among general insurance companies in the jurisdictions in which
the Issuer does business. The Issuer competes with general insurers many of whom have greater
financial and marketing resources and greater name recognition than it have. The recent
consolidation in the global financial services industry has also enhanced the competitive position of
some of its competitors compared to the Issuer by broadening the range of its products and services,
and increasing their distribution channels and their access to capital.
The BNP Paribas Cardif Group's competitors include not only other insurance companies, but also
mutual fund companies, asset management firms and commercial and investment banks, many of
which are regulated differently than the BNP Paribas Cardif Group is and may be able to offer
alternative products or more competitive pricing than the BNP Paribas Cardif Group.
The level of profitability of a general insurance company is significantly influenced by the adequacy
of premium income relative to its risk profile and claims exposure, as well as the general level of
business costs. In addition, development of alternative distribution channels for certain types of
insurance products, including through Internet may result in increasing competition as well as
pressure on margins for certain types of products. These competitive pressures could result in
increased pricing pressures on a number of the BNP Paribas Cardif Group's products and services,
particularly as competitors seek to win market share, which could harm the BNP Paribas Cardif
Group's ability to market certain products profitably.
Legal proceedings and litigation may adversely affect the Issuer's business, financial condition and
results of operations.
All insurance companies are exposed to litigation relating to claims on policies they underwrite.
Accordingly, the Issuer is currently involved in such legal proceedings relating to claims lodged by
policyholders, some of which involve claims for substantial damages and other relief. Judicial
decisions may expand coverage beyond the Issuer's pricing and reserving assumptions by widening
liability on its policy wording or by restricting the application of policy exclusions. There can be no
assurance that the outcome of any of its judicial proceedings will be covered by its existing
provisions for outstanding claims or its reinsurance protections or that litigation would not otherwise
have a material adverse effect on its businesses, financial condition and results of operations.
Changes in tax laws and regulations, including elimination of tax benefits for its products, may
adversely affect sales of its insurance and investment advisory products, and also impact its deferred
tax assets and liabilities.
Changes to tax laws may affect the attractiveness of certain of the Issuer's products, which currently
have favourable tax treatment. From time to time, governments in the jurisdictions in which the
Issuer operates, consider or implement proposals for changes in tax law that could adversely affect
the attractiveness of the insurance, asset management and other products the Issuer offers. In
addition, changes in tax laws or regulations or an operating performance below currently
anticipated levels may lead to an impairment of deferred tax assets, in which case the Issuer

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could be obligated to write off certain tax assets. Tax assets may also need to be written down if
certain assumptions of profitability prove to be incorrect, as losses incurred for longer than expected
will make it more unlikely that the Issuer would be able to use its tax assets. Any such changes could
be detrimental to its results of operations, financial condition and liquidity, and could impact the
costs and profitability of its transactions.
The Issuer's businesses, and therefore its results of operation, financial condition and liquidity may
be adversely affected by the disruption in the global financial markets.
Global credit and equity markets experienced extreme disruption from 2007 to 2012, particularly in
Europe and the United States, and these markets have not fully recovered. This disruption included
greater volatility, significantly less liquidity, widening of credit spreads and a lack of price
transparency in certain markets. These conditions resulted in the failure of a number of financial
institutions and unprecedented action by governmental authorities and central banks around the
world. During the last years, there have been concerns over access to capital markets and the
solvency of certain European Union member states, including Greece, Spain, Portugal, Ireland and
Italy, unrest in Ukraine, the Middle East and North Africa, which has led to higher oil prices, and
market volatility. If disruption to the global financial markets continues, it could adversely affect the
Issuer's business, financial condition, results of operations and profitability in future periods. In
addition, companies in its industry have become subject to increased litigation and regulatory and
governmental scrutiny as a result of these events.
The Issuer may also turn to the market for short-, medium- or long-term financing as a result of a
drop in unrealised gains, impairment of assets or a rise in surrender rates. Prolonged disruptions,
uncertainty or volatility in the credit markets may limit its ability to access funding and capital,
particularly its ability to issue longer-dated securities in international capital markets. These market
conditions may limit the Issuer's ability to replace, in a timely manner, maturing liabilities and
access the capital necessary to grow the Issuer's business. The Issuer may also be forced to delay
raising longer term funding and capital, issue shorter tenors than it prefers, or pay unattractive
interest rates, thereby increasing its debt expense, decreasing its profitability and significantly
reducing its financial flexibility.
The performance of the Issuer is affected by general economic conditions and the cyclical nature of
the insurance and reinsurance industries
The performance of the Issuer is affected by changes in economic conditions, both globally and in the
particular countries in which the Issuer conducts its business. The general insurance market is
cyclical in nature. Furthermore, the timing and application of these cycles differ among its
geographic and product markets. Unpredictable developments also affect the industry's profitability,
including changes in competitive conditions and pricing pressures, unforeseen developments in loss
trends, market acceptance of new coverages, changes in operating expenses, fluctuations in inflation
and interest rates and other changes in investment markets that affect market prices of investments
and income from such investments. Fluctuations in the availability of capital could also have a
significant influence on the cyclical nature of the insurance market. These cycles influence the
demand for and pricing of its products and services and therefore affect the Issuer's financial
position, profits and dividends. Accordingly, its results of operations may be adversely impacted if
actual experience differs from management's estimates.
The European Union is currently in the process of introducing a new regime governing solvency
requirements, technical reserves and other requirements for insurance companies, the effect of
which is uncertain.
The European Union (EU) is in the process of developing and implementing a new regime in
relation to solvency requirements and other matters, affecting the financial strength of insurers

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