Obligation BNP Paribas SA 4.5% ( FR0013433257 ) en AUD

BNP Paribas SA

100 % ⇌

France

FR0013433257 ( en AUD )

4.5% par an ( paiement semestriel )

Perpétuelle

Prospectus brochure de l'obligation BNP Paribas FR0013433257 en AUD 4.5%, échéance Perpétuelle

10/01/2026 ( Dans 67 jours )

BNP Paribas est une banque internationale française, l'une des plus grandes d'Europe, offrant une large gamme de services financiers aux particuliers, entreprises et institutions.

L'Obligation émise par BNP Paribas SA ( France ) , en AUD, avec le code ISIN FR0013433257, paye un coupon de 4.5% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le Perpétuelle

Prospectus dated 8 July 2019

BNP PARIBAS
(incorporated in France)

Issue of AUD300,000,000 Perpetual Fixed Rate Resettable Additional Tier 1
Notes

The AUD300,000,000 Perpetual Fixed Rate Resettable Additional Tier 1 Notes (the " Notes") will be issued by BNP Paribas (" BNPP", the " Issuer"
or the " Bank") on 10 July 2019 (the " Issue Date"). The principal and interest of the Notes will constitute direct, unsecured and deeply subordinated
obligations of the Issuer, as described in Condition 4 (Status of the Notes) in " Terms and Conditions of the Notes".
The Notes are deeply subordinated notes of the Issuer issued pursuant to the provisions of Article L. 228-97 of the French Code de commerce. The
Notes will be governed by, and construed in accordance with, French law.
The Notes shall bear interest on the Prevailing Outstanding Amount (as defined in Condition 2 (Interpretation) in the " Terms and Conditions of the
Notes") at the applicable Rate of Interest from (and including) the Issue Date and interest shall be payable semi-annually in arrear on 10 January and
10 July in each year commencing on 10 January 2020 (each an " Interest Payment Date"). The amount of interest per Calculation Amount payable
on each Interest Payment Date in relation to an Interest Period falling in the period from (and including) the Issue Date to (but excluding) 10 January
2025 (the " First Call Date") will be AUD4,500.
The rate of interest will reset on the First Call Date and on each five-year anniversary thereafter (each, a " Reset Date"). The rate of interest for each
Interest Period occurring after each Reset Date will be equal to the Reset Rate of Interest which amounts to the sum of (a) the 5-Year Semi Quarterly
Mid-Swap Rate plus (b) the Margin (3.372 per cent.), as determined by the Calculation Agent, as described in " Terms and Conditions of the Notes".
The Issuer may elect or may be required to cancel the payment of interest on the Notes (in whole or in part) on any Interest Payment Date as set out
in " Terms and Conditions of the Notes Cancellation of Interest Amounts". Interest that is cancelled will not be due on any subsequent date, and the
non-payment will not constitute a default by the Issuer.
The Notes are perpetual obligations and have no fixed maturity date. Noteholders do not have the right to call for their redemption. The Issuer is not
required to make any payment of the principal amount of the Notes at any time prior to the time a judgment is issued for the judicial liquidation
(liquidation judiciaire) of the Issuer or if the Issuer is liquidated for any other reason. The Issuer may, subject to the prior approval of the Relevant
Regulator, redeem the Notes in whole, but not in part, on any Reset Date at their Original Principal Amount or at any time following the occurrence
of a Capital Event or a Tax Event at the Prevailing Outstanding Amount (each term as defined in " Terms and Conditions of the Notes").
The Prevailing Outstanding Amount of the Notes will be written down if the Group's CET1 Ratio on a consolidated basis falls below 5.125
per cent. (each term as defined in Condition 2 (Interpretation) in "Terms and Conditions of the Notes"). Noteholders may lose some or all of
their investment as a result of a Write-Down. Following such reduction, some or all of the principal amount of the Notes may, at the Issuer's
discretion, be reinstated, up to the Original Principal Amount, if certain conditions are met. See Condition 6 (Write-Down and Reinstatement)
in "Terms and Conditions of the Notes".
This document (the " Prospectus") constitutes a prospectus for the purposes of Article 5.3 of Directive 2003/71/EC of 4 November 2003, as amended
or superseded (the " Prospectus Directive").
The Notes will, upon issue on the Issue Date, be inscribed (inscription en compte) in the books of Euroclear France which shall credit the accounts of
the Account Holders (as defined in " Terms and Conditions of the Notes--Form, Denomination and Title") including Euroclear Bank SA/NV
(" Euroclear") and the depositary bank for Clearstream Banking, S.A. (" Clearstream").
The Notes will be in dematerialised bearer form (au porteur) in the denomination of AUD200,000 each. The Notes will at all times be represented in
book entry form (inscriptions en compte) in the books of the Account Holders in compliance with Articles L.211-3 et seq. and R.211-1 of the French
Code monétaire et financier. 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. Application has been made to the Autorité des marchés financiers (the " AMF") in
France for approval of this Prospectus in its capacity as competent authority pursuant to Article 212-2 of its Règlement Général which implements
the Prospectus Directive on the prospectus to be published when securities are offered to the public or admitted to trading in France.
Application has been made for the Notes to be admitted to trading on Euronext Paris. Euronext Paris is a regulated market for the purposes of the
Markets in Financial Instruments Directive 2014/65/EU. Such admission to trading is expected to occur as of the Issue Date or as soon as practicable
thereafter.
The Notes are expected to be rated BBB- by S&P Global Ratings Europe Limited (" S&P"), Ba1 by Moody's Investors Service Ltd. (" Moody's") and
BBB- by Fitch France S.A.S. (" Fitch France").

The Issuer's long-term credit ratings are A+ with a stable outlook (Standard & Poor's), Aa3 with a stable outlook (Moody's), AA- with a stable
outlook (Fitch France) and AA (low) with a stable outlook (DBRS Ratings Limited (" DBRS")). Each of S&P, Moody's, Fitch France and DBRS is
established in the European Union and is registered under the Regulation (EC) No. 1060/2009 (as amended) (the " CRA Regulation"). As such each
of Standard & Poor's, Moody's, Fitch France and DBRS is included in the list of credit rating agencies published by the European Securities and
Markets Authority (" ESMA") on its website (at https://www.esma.europa.eu/supervision/credit-rating-agencies/risk) in accordance with the CRA
Regulation. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any
time by the assigning rating agency.
On each Reset Date, amounts payable under the Notes will be calculated by reference to 5-Year Semi Quarterly Mid-Swap Rate which itself refers to
IAUS10 and IAUS15 which are provided by ICAP Australia Pty Limited. As of the date of this Prospectus, ICAP Australia Pty Limited does not
appear on the register of administrators and benchmarks established and maintained by the ESMA pursuant to Article 36 of the Regulation (EU)
2016/1011, as amended (the " Benchmarks Regulation"). As far as the Issuer is aware, the transitional provisions in Article 51 of the Benchmarks
Regulation apply, such that ICAP Australia Pty Limited is not currently required to obtain recognition, endorsement or equivalence.
Copies of this Prospectus will be available (a) free of charge from the head office of the Issuer at the address given at the end of this Prospectus and
(b) on the websites of the AMF (www.amf-france.org) and of the Issuer (www.invest.bnpparibas.com).

An investment in the Notes involves certain risks. Prospective purchasers of the Notes should ensure that they understand the nature of the Notes
and the extent of their exposure to risks and that they consider the suitability of the Notes as an investment in the light o f their own circumstances
and financial condition. For a discussion of these risks see "Risk Factors" below.

The Notes are not intended to be sold and should not be sold to retail clients in the European Economic Area (" EEA"), as defined in the rules set
out in the Product Intervention (Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015, as amended or replaced from
time to time, other than in circumstances that do not and will not give rise to a contravention of those rules by any person. Prospective investors
are referred to the paragraph headed "Restrictions on marketing and sales to retail investors" on pages 4 to 5 of this Prospectus for further
information.

Global Coordinators, Joint Bookrunners and Joint Lead Managers
BNP PARIBAS
NOMURA
WESTPAC BANKING
CORPORATION
Joint Lead Managers
ANZ
COMMONWEALTH BANK
NATIONAL AUSTRALIA BANK LIMITED
TD SECURITIES

2

This Prospectus is to be read in conjunction with all documents which are incorporated herein by reference as
described in "Documents Incorporated by Reference" below. This Prospectus shall be read and construed on
the basis that such documents are so incorporated and form part of this Prospectus.
The Managers (as defined in "Subscription and Sale" below) 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 Managers nor any of their respective affiliates as to the accuracy or
completeness of the information contained in this Prospectus or any other information provided by the Issuer in
connection with the Notes. The Managers accept no liability in relation to the information contained in this
Prospectus or any other information provided by the Issuer in connection with the Notes.
No person has been authorised to give any information or to make any representation not contained in or not
consistent with this Prospectus or any further information supplied in connection with the Notes and, if given or
made, such information or representation must not be relied upon as having been authorised by the Issuer or
any of the Managers.
In connection with the issue and sale of Notes, neither the Issuer nor its affiliates will, unless agreed to the
contrary in writing, act as a financial adviser to any Noteholder.
Neither this Prospectus nor any other information supplied in connection with the Notes is intended to provide
the basis of any credit or other evaluation and should not be considered as recommendations by the Issuer or
any of the Managers that any recipient of this Prospectus should purchase the Notes. Each investor
contemplating purchasing the Notes should make its own independent investigation of the financial condition
and affairs, and its own appraisal of the creditworthiness, of the Issuer. Neither this Prospectus nor any other
information supplied in connection with the Notes constitutes an offer or invitation by or on behalf of the Issuer
or any of the Managers to any person to subscribe for or to purchase the Notes.
The delivery of this Prospectus does not at any time imply that the information contained herein concerning the
Issuer is correct at any time subsequent to the date of this Prospectus or that any other information supplied in
connection with the Notes is correct as of any time subsequent to the date indicated in the document containing
the same. The Managers expressly do not undertake to review the financial condition or affairs of the Issuer
during the life of the Notes. Prospective investors should review, inter alia, the most recently published audited
annual consolidated financial statements, unaudited semi-annual interim consolidated financial statements and
quarterly financial results of the Issuer, when deciding whether or not to purchase the Notes.
This Prospectus 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 Prospectus and the offer or sale of the Notes may be restricted by law in certain
jurisdictions. Persons into whose possession this Prospectus or Notes come must inform themselves about, and
observe, any such restrictions. In particular, there are restrictions on the distribution of this Prospectus and the
offer or sale of the Notes in the European Economic Area ("EEA") (and certain member states thereof) and the
United States (see "Subscription and Sale" below).
The Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United
States, and the Notes are subject to U.S. tax law requirements. Subject to certain exceptions, Notes may not be
offered, sold or 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 Prospectus has been prepared on the basis that 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 Prospectus in relation to the offer of those Notes may only do so in circumstances in which no obligation
arises for the Issuer or any Manager 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. Neither the Issuer nor any Manager 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 Manager to publish or supplement a
prospectus for such offer.

3

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/or the Managers do not represent that this Prospectus may be lawfully distributed, or that 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 and/or the Managers which
is intended to permit a public offering of 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 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 and the European Economic Area (including France and the United Kingdom), see "Subscription
and Sale" below.
In connection with the issue of the Notes, BNP Paribas as stabilising manager (the "Stabilising Manager") (or
persons acting on behalf of any stabilising manager) 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 (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 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) days after the issue date of the Notes and sixty (60) days after the date
of the allotment of the Notes. Any stabilisation action or over-allotment shall be conducted in accordance with
all applicable laws and rules.
In this Prospectus, 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 and references to "A$",
"AUD" and "Australian dollars" refer to the lawful currency of Australia.
Restrictions on marketing and sales to retail investors The Notes discussed in this Prospectus are complex
financial instruments and are not a suitable or appropriate investment for all investors. In some jurisdictions,
regulatory authorities have adopted or published laws, regulations or guidance with respect to the offer or sale
of securities such as the Notes to retail investors.
In particular, in June 2015, the U.K. Financial Conduct Authority (t he "FCA") published the Product
Intervention (Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015 (as amended or
replaced from time to time) (the "PI Instrument"). In addition, (i) on 1 January 2018, the provisions of
Regulation (EU) No. 1286/2014 on key information documents for packaged and retail and insurance-based
investment products ("PRIIPs") became directly applicable in all EEA member states and (ii) the Markets in
Financial Instruments Directive 2014/65/EU (as amended) ("MiFID II") was required to be implemented in
EEA member states by 3 January 2018. Together the PI Instrument, PRIIPs and MiFID II are referred to as the
"Regulations".
The Regulations set out various obligations in relation to (i) the manufacture and distribution of financial
instruments and (ii) the offering, sale and distribution of packaged retail and insurance -based investment
products and certain contingent write-down or convertible securities such as the Notes.
Potential investors in the Notes should inform themselves of, and comply with, any applicable laws, regulations
or regulatory guidance with respect to any resale of the Notes (or any beneficial interests therein) including the
Regulations.
Certain of the Managers (and/or their respective affiliates) are required to comply with some or all of the
Regulations. By purchasing, or making or accepting an offer to purchase, any Notes (or a beneficial interest in
such Notes) from the Issuer and/or the Managers each prospective investor represents, warrants, agrees with
and undertakes to the Issuer and each of the Managers that:
i.
it is not a retail client (as defined in MiFID II);
ii.
whether or not it is subject to the Regulations, it will not

4

A.
sell or offer the Notes (or any beneficial interest therein) to retail clients (as defined in MiFID
II); or
B.
communicate (including the distribution of this Prospectus) or approve an invitation or
inducement to participate in, acquire or underwrite the Notes (or any beneficial interests
therein) where that invitation or inducement is addressed to or disseminated in such a way
that it is likely to be received by a retail client in the EEA (in each case within the meaning of
MiFID II).
In selling or offering the Notes or making or approving communications relating to the Notes you may
not rely on the limited exemptions set out in the PI Instrument; and
iii.
it will at all times comply with all applicable laws, regulations and regulatory guidance (whether
inside or outside the EEA) relating to the promotion, offering, distribution and/or sale of the Notes (or
any beneficial interests therein), including (without limitation) in accordance with MiFID II and any
other applicable laws, regulations and regulatory guidance relating to determining the
appropriateness and/or suitability of an investment in the Notes (or any beneficial interests therein) by
investors in any relevant jurisdiction.
Each prospective investor further acknowledge that:
(i)
the identified target market for the Notes (for the purposes of the product governance
obligations in MiFID II), taking into account the five categories referred to in item 18 of the
Guidelines published by ESMA on 5 February 2018, is eligible counterparties and
professional clients only; and
(ii)
no key information document (KID) under PRIIPs 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 PRIIPs.
Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making or accept ing
an offer to purchase, any Notes (or any beneficial interests therein) from the Issuer and/or the Managers, the
foregoing representations, warranties, agreements and undertakings will be given by and be binding upon both
the agent and its underlying client.
MiFID II product governance / Professional investors and eligible counterparties only target market Solely
for the purposes of each manufacturer's product approval process, 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 has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and
professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all
channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any
person subsequently offering, selling or recommending the Notes (a "distributor") should take into
consideration the manufacturers' 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 manufacturers' target market assessment) and determining appropriate distribution channels.
PRIIPs Regulation / Prohibition of sales to EEA retail investors 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 European Economic Area ("EEA"). 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 MiFID II; or (ii) a customer within
the meaning of Directive 2016/97/EU, as amended (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.
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.

5

TABLE OF CONTENTS

Risk Factors.....................................................................................................................................................................7
General Description of the Notes.................................................................................................................................25
Documents Incorporated by Reference .......................................................................................................................30
Terms and Conditions of the Notes .............................................................................................................................35
Description of the Issuer...............................................................................................................................................57
Use of Proceeds.............................................................................................................................................................58
Taxation.........................................................................................................................................................................59
Subscription and Sale ...................................................................................................................................................61
General Information......................................................................................................................................................65
Responsibility Statement ..............................................................................................................................................70

6

RISK FACTORS
Prospective purchasers of Notes should carefully consider the following information in conjunction with
the other information contained in this Prospectus (including the documents incorporated by reference
see "Documents Incorporated by Reference" below) before purchasing Notes.
The Issuer believes that the factors described below and incorporated by reference herein may affect its ability
to fulfill its obligations under the Notes. All of these factors are contingencies that may or may not occur, and
the Issuer is not in a position to express a view on the likelihood of an y such contingency occurring.
There is a wide range of factors which individually or together could result in the Issuer becoming unable to
make all payments due in respect of the Notes. It is not possible to identify all such factors or to determine
which factors are most likely to occur, as the Issuer may not be aware of all relevant factors and certain factors
which it currently deems not to be material may become material as a result of the occurrence of events outside
the Issuer's control. The Issuer has identified in the BNPP 2018 Registration Document incorporated by
reference herein a number of factors which could materially adversely affect its business and ability to make
payments due under the Notes.
In addition, factors which are material for the purpose of assessing the risks associated with the Notes are also
described below.
Prospective investors should also read the detailed information set out elsewhere in this Prospectus and reach
their own views prior to making any investment decision.
Terms used in this section and not otherwise defined have the meanings given to them in the Terms and
Conditions of the Notes.
Risks Relating to the Issuer and its Industry
See the Chapter 5 ("Risks and Capital Adequacy Pillar 3") contained on pages 287 to 295 to of the BNPP
2018 Registration Document and pages 73 and 77 of the First Update to the BNPP 2018 Registration Document
(each, as defined below), each of which is incorporated by reference in this Prospectus.
Seven main categories of risk are inherent in BNPP's activities:
(1)
Credit risk - Credit risk is defined as the probability of a borrower or counterparty defaulting on its
obligations to the Issuer. Probability of default along with the recovery rate of the loan or debt in the
event of default are essential elements in assessing credit quality. The Issuer's risk-weighted assets
subject to this type of risk amounted to EUR 504 billion at 31 December 2018. In accordance with the
EBA recommendations, this category of risk also includes risks on equity investments, as well as those
related to insurance activities.
(2)
Operational risk Operational risk is the risk of loss resulting from failed or inadequate internal
processes (particularly those involving personnel and information systems) or external events, whether
deliberate, accidental or natural (floods, fires, earthquakes, terrorist attacks, etc.). Operational risks
include fraud, human resources risks, legal and reputational risks, non -compliance risks, tax risks,
information systems risks, risk of providing inadequate financial services (conduct risk), risk of failure
of operational processes including credit processes, or from the use of a model (model risk), as well as
potential financial consequences related to reputation risk management. Th e Issuer's risk-weighted
assets subject to this type of risk amounted to EUR 73 billion at 31 December 2018.
(3)
Counterparty risk Counterparty risk arises from the Issuer's credit risk in the specific context of
market transactions, investments, and/or settlements. The amount of this risk varies over time
depending on fluctuations in market parameters affecting the potential future value of the transactions
concerned. The Issuer's risk-weighted assets subject to this type of risk amounted to EUR 27 billion at
31 December 2018.
(4)
Market risk - Market risk is the risk of loss of value caused by an unfavorable trend in prices or market
parameters. Market parameters include, but are not limited to, exchange rates, prices of securities and
commodities (whether the price is directly quoted or obtained by reference to a comparable asset), the
price of derivatives on an established market and all benchmarks that can be derived from market
quotations such as interest rates, credit spreads, volatility or implicit correlations or other similar
parameters. The Issuer's risk-weighted assets subject to this type of risk amounted to EUR 20 billion at
31 December 2018.

7

(5)
Securitisation risk - Securitisation is a transaction or arrangement by which the credit risk associated
with a liability or set of liabilities is subdivided into tranches. Any commitment made under a
securitisation structure (including derivatives and liquidity lines) is co nsidered to be a securitisation.
The bulk of these commitments are in the prudential banking portfolio. The Issuer's risk-weighted
assets subject to this type of risk amounted to EUR 7 billion at 31 December 2018.
(6)
Risks related to deferred taxes and certain holdings in credit or financial institutions - amounts below
the prudential capital deduction thresholds generate risk-weighted assets amounting to EUR 17 billion
at 31 December 2018.
(7)
Liquidity risk - Liquidity risk is the risk that the Issuer wil not be able to honor its commitments or
unwind or offset a position due to market conditions or specific factors within a specified period of
time and at a reasonable cost. It reflects the risk of not being able to cope with net cash outflows,
including collateral requirements, over short-term to long-term horizons. The Group's specific risk can
be assessed through its short-term liquidity ratio, which analyses the hedging of net cash outflows
during a 30-day stress period.
More generally, the risks to which the Group is exposed may arise from a number of factors related, among
other things, to changes in its macroeconomic, competitive, market and regulatory environment or the
implementation of its strategy, its business or its operations.
Risk Factors Relating to the Notes
In addition to the risks relating to the Issuer (including the default risk) that may affect the Issuer's ability to
fulfil its obligations under the Notes there are certain factors which are material for the purpose of assessing the
risks associated with an investment in the Notes.
The Notes are complex instruments that may not be a suitable investment for all investors.
The Notes are complex financial instruments and may not be a suitable investment for all investors; the Notes
may also be difficult to compare with other similar financial instruments due to a lack of fully harmonised
structures, trigger points and loss absorption mechanisms among Additional Tier 1 instruments . Each
prospective investor in the Notes must determine the suitability of such investment in light of its own
circumstances and have sufficient financial resources and liquidity to bear the risks of an investment in the
Notes, including the possibility that the entire amount invested in the Notes could be lost. A prospective investor
should not invest in the Notes unless it has the knowledge and expertise (either alone or with a financial advisor)
to evaluate how the Notes will perform under changing conditions, the resulting effects on the likelihood of a
Write-Down or meeting the conditions for resolution (See "The Notes may be subject to write-down (including
to zero) or conversion to equity either in the context of, or outside of, a resolution procedure applicable to the
Issuer.") and value of the Notes, and the impact of this investment on the prospective investor's overal
investment portfolio. These risks may be difficult to evaluate given their discretionary or unknown nature. Each
potential investor must determine the suitability of any investment in the Notes in light of its own
circumstances. In particular, each potential investor should:
(a) have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and
risks of investing in the Notes and the information contained or incorporated by reference in this
Prospectus or any applicable supplement;
(b) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular
financial situation and the investment(s) it is considering, an investment in the Notes and the impact the
Notes will have on its overall investment portfolio;
(c) have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes;
(d) understand thoroughly the Terms and Conditions of the Notes, such as the provisions governing a Write-
Down and cancellation of interest, understand under what circumstances a Trigger Event will or may be
deemed to occur, be familiar with the behaviour of financial markets and their potential impact on the
likelihood of a Trigger Event, a Capital Event or a Tax Event occurring, and of any financial variable
which might have an impact on the return on the Notes; and
(e) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic,
interest rate and other factors that may affect its investment, the Write-Down of the Notes and its ability to
bear the applicable risks.

8

Prospective purchasers should also consult their own tax advisers as to the tax consequences of the purchase,
ownership and disposition of Notes.
Noteholders of deeply subordinated Notes generally face an enhanced performance risk compared to holders of
senior notes as well as an enhanced risk of loss in the event of the Issuer's insolvency.
The Issuer's obligations in respect of principal and interest of the Notes are direct, unsecured and deeply
subordinated and will rank pari passu among themselves and pari passu with all other present and future Deeply
Subordinated Obligations of the Issuer, but shall be subordinated to the present and future prêts participatifs
granted to the Issuer and present and future titres participatifs, Eligible Subordinated Obligations and
Unsubordinated Obligations issued by the Issuer as more fully described in the "Terms and Conditions of the
Notes Status of the Notes".
There is a substantial risk that investors in deeply subordinated notes such as the Notes will lose all or some of
their investment should the Issuer become insolvent. Thus, Noteholders face an enhanced performance risk
compared to holders of senior notes.
If a judgment is rendered by any competent court declaring the judicial liquidation (liquidation judiciaire) of the
Issuer, or if the Issuer is liquidated for any other reason, the rights of payment of the Noteholders will be
subordinated to the payment in full of the unsubordinated creditors of the Issuer and any other creditors that are
senior to the Notes. In the event of incomplete payment of unsubordinated creditors upon the liquidation of the
Issuer, the obligations of the Issuer in connection with the principal of the Notes will be terminated by operation
of law. Although the Notes may pay a higher rate of interest than comparable notes that are not subordinated,
there is a substantial risk that investors in subordinated notes such as the Notes will lose all or some of their
investment if the Issuer becomes insolvent.
The Notes may be redeemed at the Issuer's option on each Reset Date or upon the occurrence of a Tax Event or
Capital Event.
Subject as provided herein, in particular to the provisions of Condition 7 (Redemption and Purchase), the Issuer
may, at its option, subject to the prior approval of the Relevant Regulator, redeem the Notes in whole, but not in
part, on any Reset Date at their Original Principal Amount, together with accrued interest thereon, or at any time
following the occurrence of a Capital Event or a Tax Event at the Prevailing Outstanding Amount, together with
accrued interest thereon (each term as defined in "Terms and Conditions of the Notes "). However, neither the
French courts nor the French tax authorities have, as of the date of this Prospectus, expressed a position on the
tax treatment of instruments such as the Notes, and there can be no assurance that they will take the same view
as the Issuer.
A Tax Event includes, among other things, any change in French laws or regulations (or their application or
official interpretation) that would reduce the tax deductibility of interest on the Notes for the Issuer, or that
would result in withholding tax requiring the Issuer to pay additional amounts as provided in Condition 9
(Taxation).
The Issuer considers the Notes to be debt for French tax purposes based on their characteristics and accounting
treatment and therefore expects that interest payments under the Notes will be fully deductible by the Issuer and
(other than in respect of payments to individuals fiscally domiciled in France) exempt from withholding tax if
they are not held by shareholders of the Issuer and remain admitted to a recognised clearing system. The Notes
may be subject to early redemption if interest ceases to be fully deductible or withholding taxes were to apply as
a result of a change in French law or regulations or a change in the application or interpretation of French law by
the French tax authorities , which is not reasonably foreseeable as of the issue date of the Notes .
An optional redemption feature may limit the market value of the Notes. During any period when the Issuer may
elect to redeem the Notes, the market value of the Notes generally will not rise substantially above the price at
which they can be redeemed. This also may be true prior to any redemption period.
The Issuer may be expected to redeem the Notes when its cost of borrowing in respect of capital instruments is
lower than the interest rate on the Notes. At those times, an investor generally would not be able to reinvest the
redemption proceeds at an effective interest rate as high as the interest rate on the Notes being redeemed and
may only be able to do so at a significantly lower rate. Potential investors should consider reinvestment risk in
light of other investments available at that time.

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No scheduled redemption.
The Notes are undated securities in respect of which there is no fixed redemption or maturity date. The Issuer is
under no obligation to redeem the Notes at any time and, in any event, subject always to the prior consent of the
Relevant Regulator (as defined in "Terms and Conditions of the Notes"). The Noteholders will have no right to
require the redemption of the Notes except as provided in Condition 11 (Enforcement) if a judgment is issued
for the judicial liquidation (liquidation judiciaire) of the Issuer or if the Issuer is liquidated for any other reason.
The Notes may be subject to write-down (including to zero) or conversion to equity either in the context of, or
outside of, a resolution procedure applicable to the Issuer.
Pursuant to the EU Bank Recovery and Resolution Directive of 15 May 2014 (the "BRRD"), as transposed into
French law by a decree law dated 20 August 2015, resolution authorities have the power to place a financial
institution in resolution at the point at which the resolution authority determines that (i) the institution is failing
or likely to fail, (ii) there is no reasonable prospect that private action would prevent the failure and (iii) a
resolution action is necessary in the public interest.
The BRRD currently contains four resolution tools and powers which could be applied to the Issuer:
(a)
sale of business which enables resolution authorities to direct the sale of the firm or the whole or part
of its business on commercial terms without requiring the consent of the shareholders or complying
with the procedural requirements that would otherwise apply;
(b)
bridge institution which enables resolution authorities to transfer all or part of the business of the firm
to a "bridgebank" (a public controlled entity holding such business or part of a business with a view to
reselling it);
(c)
asset separation which enables 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
(d)
bail-in which gives resolution authorities the power to write down certain claims of unsecured
creditors of a failing institution and to convert certain unsecured debt claims including the Notes to
equity, which equity could also be subject to any future application of the bail-in.
If the institution is placed in resolution, resolution authorities have the power inter alia to ensure that capital
instruments (including Additional Tier 1 Instruments such as the Notes) and eligible liabilities, absorb losses of
the issuing institution, through the write-down or conversion to equity of such instruments (the "Bail In Tool").
In addition, the BRRD provides that the resolution authorities must exercise the write-down of capital
instruments or the conversion into Common Equity Tier 1 instruments of Additional Tier 1 Instruments (such as
the Notes) and tier 2 instruments if the institution has not yet been placed in resolution but any of the following
conditions are met: (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. The Conditions contain provisions giving
effect to the Bail In Tool and the write-down or conversion of capital instruments outside the placement in
resolution. See Condition 16 (Recognition of Bail-in and Loss Absorption).
As a result, the Bail In Tool or the above provisions may provid e for additional circumstances, beyond those
contemplated in the Conditions, in which the Notes might be written down (or converted to equity at a time
when the Issuer's share price is likely to be significantly depressed).
The use of the Bail In Tool and/or the write-down or conversion of capital instruments outside the placement in
resolution could result in the full or partial write-down or conversion to equity of the Notes, or in a variation of
the terms of the Notes which may result in Noteholders losing some or all of their investment. The exercise of
any power under the BRRD as applied to the Issuer or any suggestion of such exercise could, therefore,
materially adversely affect the rights of Noteholders, the price or value of their investment in the Notes and/or
the ability of the Issuer to satisfy its obligations under the Notes. In addition, if the Issuer's financial condition
deteriorates, the existence of the Bail In Tool and/or the write-down or conversion of capital instruments outside
the placement in resolution could cause the market value of the Notes to decline more rapidly than would be the
case in the absence of such tools.

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