Obligation BNP Paribas SA 3.31% ( FR0013485430 ) en AUD

BNP Paribas SA

100 % ⇌

France

FR0013485430 ( en AUD )

3.31% par an ( paiement annuel )

27/02/2040

Prospectus brochure de l'obligation BNP Paribas FR0013485430 en AUD 3.31%, échéance 27/02/2040

200 000 AUD

70 000 000 AUD

27/02/2026 ( Dans 280 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 FR0013485430, paye un coupon de 3.31% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 27/02/2040

BASE PROSPECTUS DATED 5 JULY 2019

BNP PARIBAS
(incorporated in France)
(as Issuer)
90,000,000,000
EURO MEDIUM TERM NOTE PROGRAMME
Under this 90,000,000,000 euro medium term note programme (the "Programme"), BNP
Paribas1 ("BNPP", the "Bank" or the "Issuer") may from time to time issue Notes in bearer or
registered form (respectively, "Bearer Notes" and "Registered Notes" and, together, the "Notes")
denominated in any currency agreed by the Issuer and the relevant Dealer(s) (as defined below).
This Base Prospectus ("Base Prospectus" or "this Document") supersedes and replaces all
previous offering circulars or prospectuses prepared in connection with the Programme. Any Notes
(as defined below) issued under the Programme on or after the date of this Document are issued
subject to the provisions described herein. This does not affect any Notes already in issue. This
Base Prospectus constitutes a base prospectus for the purposes of Article 5.4 of the Prospectus
Directive. The "Prospectus Directive" means Directive 2003/71/EC, as amended or superseded,
and includes any relevant implementing measure in a relevant Member State of the European
Economic Area (the "EEA"). Notes may be issued whose return (whether in respect of any interest
payable on such Notes and/or their redemption amount) is linked to one or more indices including
custom indices ("Index Linked Notes") or one or more shares of any company(ies) (including two
or more shares which are attached to each other so that they trade as a single unit ("Stapled
Shares"), global depositary receipts and/or American depositary receipts) ("Share Linked Notes")
or one or more inflation indices ("Inflation Linked Notes") or one or more commodities or
commodity indices ("Commodity Linked Notes") or one or more interests or units in funds or one
or more fund indices ("Fund Linked Notes") or the credit of a specified entity or entities ("Credit
Linked Notes") or one or more fund shares or interests in exchange traded funds, exchange
traded notes, exchange traded commodities or other exchange traded products (each an
"exchange traded instrument") ("ETI Linked Notes") or one or more foreign exchange rates
("Foreign Exchange (FX) Rate Linked Notes") or one or more underlying interest rate
("Underlying Interest Rate Linked Notes") or any combination thereof ("Hybrid Notes") as more
fully described herein. Notes may provide that settlement wil by way of cash settlement ("Cash
Settled Notes") or physical delivery ("Physical Delivery Notes") as provided in the applicable
Final Terms.
The Notes wil be issued to one or more of the Dealers specified below (each a "Dealer" and
together the "Dealers", which expression shal 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 may be governed by English law or French law, as specified in the applicable Final
Terms, and the corresponding provisions in the terms and conditions wil apply to such Notes.
Application has been made to the Autorité des marchés financiers (the "AMF") in France for
approval of this Base 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 under French law. Upon
such approval, application may be made for Notes issued under the Programme during a period of
12 months from the date of this Base Prospectus to be listed and/or admitted to trading on

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

Euronext Paris and/or a Regulated Market (as defined below) in another Member State of the
EEA. Euronext Paris is a regulated market for the purposes of the Markets in Financial
Instruments Directive 2014/65/EU (each such regulated market being a "Regulated Market").
References in this Base Prospectus to Notes being "listed" (and all related references) shal mean
that such Notes have been listed and admitted to trading on Euronext Paris or, as the case may
be, a Regulated Market (including the regulated market of the Luxembourg Stock Exchange
(including the professional segment of the regulated market of the Luxembourg Stock Exchange))
or the Euro MTF exchange regulated market of the Luxembourg Stock Exchange (the "Euro MTF
Market") (including the professional segment of the Euro MTF) or on such other or further stock
exchange(s) as may be agreed between the Issuer and the relevant Dealer(s). The Issuer may
also issue unlisted Notes. The relevant final terms (the forms of each contained herein) in respect
of the issue of any Notes wil specify whether or not such Notes wil be admitted to trading, and, if
so, the relevant Regulated Market or other or further stock exchange(s). Except in certain specified
circumstances the specific terms of each Tranche wil be set forth in a set of final terms to this
Base Prospectus which is the final terms document (the "Final Terms") which wil be completed at
the time of the agreement to issue each Tranche of Notes and (other than in the case of Exempt
Notes) which wil constitute final terms for the purposes of Article 5.4 of the Prospectus Directive
which wil be filed with the AMF. This Base Prospectus and any supplement thereto wil be
available
on
the
Issuer's
websites
(www.invest.bnpparibas.com
and
https://rates-
globalmarkets.bnpparibas.com/gm/Public/LegalDocs.aspx) and the AMF website (www.amf-
france.org).
The requirement to publish a prospectus under the Prospectus Directive only applies to Notes
which are to be admitted to trading on a regulated market in the EEA and/or offered to the public in
the EEA other than in circumstances where an exemption is available under Article 3.2 of the
Prospectus Directive (as implemented in the relevant Member State(s)). References in this Base
Prospectus to "Exempt Notes" are to Notes for which no prospectus is required to be published
under the Prospectus Directive. The AMF has neither approved nor reviewed information
contained in this Base Prospectus in connection with Exempt Notes. Canadian dol ar denominated
Notes settling and clearing through CDS Clearing and Depository Services Inc. ("CDS", and such
Notes "Canadian Notes") may be issued as Exempt Notes only.
Approval will also be granted by the Luxembourg Stock Exchange in accordance with Part IV of
the Luxembourg Act on prospectuses for securities dated 10 July 2005, as amended, for Notes
(including Exempt Notes) issued under the Programme to be admitted to the Official List and
admitted to trading on the Euro MTF Market during the twelve-month period after the date of
approval of this Base Prospectus. This Base Prospectus also constitutes a prospectus for the
purpose of Part IV of the Luxembourg law on prospectuses for securities dated 10 July 2005, as
amended. The Euro MTF is not a regulated market for the purposes of Directive 2014/65/EU.
The specific terms of each Tranche of Exempt Notes will be set out in a final terms for exempt
notes document (the "Final Terms for Exempt Notes"). In respect of Exempt Notes to be
admitted to trading on the Euro MTF Market, the applicable Final Terms for Exempt Notes wil be
delivered to the Luxembourg Stock Exchange on or before the date of issue of the Exempt Notes
of the relevant Tranche and published on the website of the Luxembourg Stock Exchange
(www.bourse.lu). Copies of Final Terms for Exempt Notes will be available from the specified
office of the Principal Paying Agent (subject as provided in paragraph 4 of "General Information",
starting on page 938). Any reference in this Base Prospectus to "Final Terms", "relevant Final
Terms" or "applicable Final Terms" wil be deemed to include a reference to "Final Terms for
Exempt Notes", "relevant Final Terms for Exempt Notes" or "applicable Final Terms for Exempt
Notes" in relation to Exempt Notes, to the extent applicable.
BNPP's long-term credit ratings are A+ with a stable outlook (S&P Global Ratings Europe Limited
("Standard & Poor's")), Aa3 with a stable outlook (Moody's Investors Service Ltd. ("Moody's")),
AA- with a stable outlook (Fitch France S.A.S. ("Fitch France")) and AA (low) with a stable outlook
(DBRS Limited ("DBRS")) and BNPP's short-term credit ratings are A-1 (Standard & Poor's), P-1
(Moody's), F1+ (Fitch France) and R-1 (middle) (DBRS). BNPP's Tier 2 instruments ratings are

2

BBB+ (Standard & Poor's), Baa2 (Moody's), A (Fitch France) and A (DBRS). BNPP's Non
Preferred Senior debt ratings are A- (Standard & Poor's), Baa1 (Moody's), A+ (Fitch France) and A
(high) (DBRS). Each of Standard & Poor's, 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 on its website (at http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in
accordance with the CRA Regulation. Notes issued under the Programme may be rated or
unrated. A security rating is not a recommendation to buy, sell or hold securities and may be
subject to suspension, reduction or withdrawal at any time. Please also refer to "Credit ratings
assigned to the Issuer or any Notes may not reflect all of the risks associated with an investment in
those Notes" in the Risks section of this Base Prospectus.
Arranger for the Programme
BNP PARIBAS
Dealers
BNP Paribas Arbitrage S.N.C.
BNP Paribas

3

IMPORTANT NOTICES
Overview of the BRRD and its Implication for the Notes
By its acquisition of the Notes, each holder acknowledges, accepts, consents and agrees to be bound
by the effect of the exercise of the Bail-in or Loss Absorption Power by the relevant resolution
authority. Please also refer to the "Risks" section of this Base Prospectus.
1.
What is the BRRD?
The Bank Recovery and Resolution Directive (2014/59/EU) ("BRRD") requires the
governments of all EU member states to provide their relevant resolution authorities with a set
of tools to intervene sufficiently early and quickly in an unsound or failing institution so as to
ensure the continuity of that institution's critical financial and economic functions, while
minimising the impact of that institution's failure on the broader economy and financial
system.
Directive (EU) 2019/879 of the European Parliament and of the Council of 20 May 2019
amending the BRRD as regards the loss-absorbing and recapitalisation capacity of credit
institutions and investment firms and Regulation (EU) 2019/877 of the European Parliament
and of the Council of 20 May 2019 amending the Single Resolution Mechanism Regulation
(Regulation 806/2014) as regards the loss-absorbing and recapitalisation capacity of credit
institutions and investment firms, have been published on 7 June 2019 in the Official Journal
of the European Union. They amend a number of key EU banking directives and regulations,
including the BRRD, the Directive 2013/36/EU of the European Parliament and of the Council
of 26 June 2013 on access to the activity of credit institutions and the prudential supervision
of credit institutions and investment firms ("CRD IV"), the Regulation 2013/575 of the
European Parliament and of the Council of 26 June 2013 on prudential requirements for credit
institutions and investment firms ("CRR"), and the Single Resolution Mechanism.
The BRRD contains four resolution tools and powers (the "Resolution Tools") which may be
used alone or in combination where the relevant resolution authority considers that (a) an
affected institution is failing or likely to fail, (b) there is no reasonable prospect that any
alternative private sector measures would prevent the failure of such affected institution within
a reasonable timeframe, and (c) a resolution action is in the public interest: (i) sale of
business which enables the relevant resolution authorities to direct the sale of the affected
institution or the whole or part of its business on commercial terms; (i ) bridge institution
which enables the relevant resolution authorities to transfer all or part of the business of the
affected institution to a "bridge institution" (an entity created for this purpose that is whol y or
partially in public control); (i i) asset separation which enables the relevant resolution
authorities to transfer impaired or problem assets to one or more publicly owned asset
management vehicles to al ow them to be managed with a view to maximising their value
through eventual sale or orderly wind-down (this can be used together with another resolution
tool only); and (iv) Bail-In Power (as defined below in paragraph 3 below).
It is important to note that protections are granted to the creditors of an EU bank in case of
the exercise of a Resolution Tool over such bank. The most important one is the principle
known as the "no creditor worse off principle" as specified in the BRRD. This principle is
intended to ensure that the creditors of a bank which is subject to the exercise of any
Resolution Tool under the BRRD shall not incur greater losses than they would have incurred
if such affected bank had been wound up under normal insolvency proceedings. For this
purpose, the relevant resolution authorities have to ensure that it is assessed at the time of
exercise of any Resolution Tool whether shareholders and creditors of an affected bank
would have received better treatment if such affected bank had entered into normal
insolvency proceedings.
2.
Is the Issuer subject to the BRRD?
Yes, the Issuer is a credit institution incorporated in France and is subject to the BRRD and
the French legislation having implemented the BRRD.

4

Under French legislation having implemented the BRRD, substantial powers are granted to
the Autorité de contrôle prudentiel et de résolution ("ACPR"), the French resolution authority,
and/or to other relevant resolution authorities in the EU, to implement resolution measures in
respect of a French credit institution (including, for example, the Issuer) and certain of its
affiliates (each a "relevant entity") to protect and enhance the stability of the financial system
if the relevant French resolution authorities consider the failure of the relevant entity has
become likely and certain other conditions are satisfied including the use of the Resolution
Tools.
The exercise of any Resolution Tool or any suggestion of any such exercise under the BRRD
over the Issuer could adversely affect the value of the Notes. You may therefore lose all or
a substantial part of your investment in the Notes.
In addition, the resolution powers could be exercised (i) prior to the commencement of any
insolvency proceedings in respect of the Issuer, and (i ) by the relevant French resolution
authority without your consent or any prior notice to you. Accordingly, you may not be able to
anticipate a potential exercise of any such resolution powers over the Issuer.
3.
What is "Bail-In Power"?
"Bail-In Power" means the power of the relevant resolution authority to write down or convert
to equity certain claims of unsecured creditors of a failing institution. In particular, the
obligations of the Issuer in respect of the Notes can be reduced (in part or in whole),
cancelled, modified, or converted into shares, other securities or other obligations of the
Issuer or any other person.
In addition, capital instruments may be written down or converted into shares or other
instruments of ownership either in connection with a resolution proceeding, or in certain other
cases described below without or prior to a resolution proceeding. Capital instruments for
these purposes include common equity tier 1, additional tier 1 and tier 2 instruments, such as
the Subordinated Notes.
The relevant resolution authority must write down capital instruments, or convert them into
shares or other instruments of ownership in any of the following circumstances (the so called
"point of non-viability"):
(i)
where the determination has been made that conditions for resolution have been met,
before any resolution action is taken;
(i )
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
(i i)
extraordinary public financial support is required by the institution, except in certain
circumstances.
4.
Are the Issuer's obligations under the Notes subject to the "Bail-In Power"?
If any Bail-In Power is exercised with respect to the Notes, you may not be able to recover al
or even part of the amount due under the Notes from the Issuer, or you may receive a
different security issued by the Issuer (or another person) in place of the amount (if any) due
to you under the Notes, which may be worth significantly less than the amount due to you
under the Notes at expiry.
The effect of the exercise of the Bail-In Power by the relevant French resolution authority over
the Issuer may include and result in any of the following, or some combination thereof:

the reduction of all, or a portion, of the amounts payable by the Issuer under the
terms of the Notes (including a reduction to zero);

the conversion of all, or a portion, of the amounts due under the Notes into shares or
other securities or other obligations of the Issuer or of another person, including by
means of an amendment, modification or variation of the contractual terms, in which
case you agree to accept in lieu of your contractual rights under the terms of the
Notes any such shares, other securities or other obligations of the Issuer or another
person;

5

the cancel ation of the Notes;

the amendment or alteration of the maturity of the Notes or amendment of the amount
of interest payable on the Notes, or the date on which the interest becomes payable,
including by suspending payment for a temporary period; and/or

if applicable, the variation of the terms of the Notes, if necessary to give effect to the
exercise of the Bail-In Power by the relevant resolution authority.
Accordingly, if any Bail-In Power is exercised over the Issuer with respect to Notes,
you may not be able to recover all or even part of the amount due under the Notes, or
you may receive a different security issued by the Issuer (or another person) in place
of the amount (if any) due to you under the Notes, which may be worth significantly
less than the amount due to you under the Notes at expiry.
In addition, the exercise of the Resolution Tools may also result, after any transfer of
all or part of the Issuer's business or separation of any of its assets, in the Noteholders
(even in the absence of any such write down or conversion) being left as the creditors
of the Issuer, whose remaining business or assets is insufficient to support the claims
of all or any of the creditors of the Issuer (including the Noteholders).
Disclaimer statement for Notes
In relation to investors in the Kingdom of Bahrain, Notes issued in connection with this Base
Prospectus and related offering documents must be in registered form and must only be marketed to
existing account holders and accredited investors as defined by the CBB (as defined below) in the
Kingdom of Bahrain where such investors make a minimum investment of at least U.S.$ 100,000 or
any equivalent amount in other currency or such other amount as the CBB may determine.
This offer does not constitute an offer of securities in the Kingdom of Bahrain in terms of Article (81) of
the Central Bank and Financial Institutions Law 2006 (decree Law No. 64 of 2006). This Base
Prospectus and related offering documents have not been and wil not be registered as a prospectus
with the Central Bank of Bahrain ("CBB"). Accordingly, no Notes may be offered, sold or made the
subject of an invitation for subscription or purchase nor wil this Base Prospectus or any other related
document or material be used in connection with any offer, sale or invitation to subscribe or purchase
Notes, whether directly or indirectly, to persons in the Kingdom of Bahrain, other than as marketing to
accredited investors for an offer outside Bahrain.
The CBB has not reviewed, approved or registered this Base Prospectus or related offering
documents and it has not in any way considered the merits of the Notes to be marketed for
investment, whether in or outside the Kingdom of Bahrain. Therefore, the CBB assumes no
responsibility for the accuracy and completeness of the statements and information contained in this
document and expressly disclaims any liability whatsoever for any loss howsoever arising from
reliance upon the whole or any part of the contents of this document.
No offer of Notes will be made to the public in the Kingdom of Bahrain and this Base Prospectus must
be read by the addressee only and must not be issued, passed to, or made available to the public
generally.
Notification under Section 309B(1)(c) of the Securities and Futures Act (Chapter 289) of
Singapore, as modified or amended from time to time (the SFA) Unless otherwise specified in
the applicable Final Terms in respect of any Notes, al Notes issued or to be issued under the
Programme shal be capital markets products other than prescribed capital markets products (as
defined in the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore) and
Specified Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of
Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment
Products).
Notice to Canadian Purchasers of Notes other than Canadian Notes
Prospective Canadian purchasers of Notes are advised that the information contained within this
Base Prospectus has not been prepared with regard to matters that may be of particular concern to
Canadian purchasers. Accordingly, prospective Canadian purchasers of Notes should consult with

6

their own legal, financial and tax advisers concerning the information contained within the Base
Prospectus and as to the suitability of an investment in the Notes in their particular circumstances.
Securities legislation in certain provinces or territories of Canada may provide a Canadian purchaser
with remedies for rescission or damages if this Base Prospectus (including any amendment thereto)
contains a misrepresentation, provided that the remedies for rescission or damages are exercised by
the Canadian purchaser within the time limit prescribed by the securities legislation of the Canadian
purchaser's province or territory. The purchaser should refer to any applicable provisions of the
securities legislation of the Canadian purchaser's province or territory for particulars of these rights or
consult with a legal advisor.
Prospective Canadian purchasers are hereby notified that: (a) any of the Issuer or the Dealers may be
required to provide personal information pertaining to any Canadian purchaser as required to be
disclosed in Schedule 1 of Form 45-106F1 under National Instrument 45-106 Prospectus Exemptions
("NI45-106") (including the Canadian purchaser's name, address, telephone number and the
aggregate purchase price of any Notes purchased) ("personal information"), which Form 45-106F1
may be required to be filed under NI 45-106, (b) such personal information may be delivered to the
Ontario Securities Commission ("OSC") and/or other applicable securities regulators in accordance
with NI 45-106, (c) such personal information is collected indirectly by the OSC and other applicable
Canadian securities regulators under the authority granted under the securities legislation of Ontario
and other applicable Canadian securities laws, (d) such personal information is collected for the
purposes of the administration and enforcement of the securities legislation of the relevant Canadian
jurisdiction, and (e) the contact information in each local Canadian jurisdiction for questions about the
collection of such personal information as at the date of the Base Prospectus is as follows:

Ontario Securities Commission
Autorité des marchés financiers
20 Queen Street West, 22nd Floor
800, Square Victoria, 22e étage
Toronto, Ontario M5H 3S8
C.P. 246, Tour de la Bourse
Telephone: (416) 593- 8314
Montréal, Québec H4Z 1G3
Toll free in Canada: 1-877-785-1555
Telephone: (514) 395-0337 or 1-877-525-0337
Facsimile: (416) 593-8122
Facsimile: (514) 864-6381 (For privacy
Email: [email protected]
requests only)
Public official contact regarding indirect
Email: [email protected]
collection of information: Inquiries Officer

Alberta Securities Commission
British Columbia Securities Commission
Suite 600, 250 - 5th Street SW
P.O. Box 10142, Pacific Centre
Calgary, Alberta T2P 0R4
701 West Georgia Street
Telephone: (403) 297-6454
Vancouver, British Columbia V7Y 1L2
Toll free in Canada: 1-877-355-0585
Inquiries: (604) 899-6581
Facsimile: (403) 297-2082
Toll free in Canada: 1-800-373-6393
Facsimile: (604) 899-6581
Attention: FOI Inquiries
Email: [email protected]

Financial and Consumer Affairs Authority of
The Manitoba Securities Commission
Saskatchewan
500 - 400 St. Mary Avenue
Suite 601 - 1919 Saskatchewan Drive
Winnipeg, Manitoba R3C 4K5
Regina, Saskatchewan S4P 4H2
Telephone: (204) 945-2548
Telephone: (306) 787-5879
Toll free in Manitoba 1-800-655-5244
Facsimile: (306) 787-5899
Facsimile: (204) 945-0330

Nova Scotia Securities Commission
Financial and Consumer Services
Suite 400, 5251 Duke Street
Commission (New Brunswick)
Duke Tower
85 Charlotte Street, Suite 300
P.O. Box 458
Saint John, New Brunswick E2L 2J2
Halifax, Nova Scotia B3J 2P8
Telephone: (506) 658-3060
Telephone: (902) 424-7768
Toll free in Canada: 1-866-933-2222

7

Facsimile: (902) 424-4625
Facsimile: (506) 658-3059
Email: [email protected]

Each prospective Canadian purchaser that purchases any Notes wil be deemed to have authorised
the indirect col ection of the personal information by the OSC and/or other applicable Canadian
provincial securities regulators, and to have acknowledged and consented to its name, address,
telephone number and other specified information, including the aggregate purchase price paid by the
Canadian purchaser, being disclosed to relevant Canadian securities regulatory authorities, and to
have acknowledged that such information may become available to the public in accordance with
requirements of applicable Canadian laws.
Upon receipt of this Base Prospectus, each Canadian purchaser is hereby deemed to confirm that it
has expressly requested that all documents evidencing or relating in any way to the sale of Notes
described herein (including, for the avoidance of doubt, any purchase confirmation or any notice) be
drawn up in the English language only. Par la réception de ce document, chaque acheteur canadien
est réputé d'avoir confirmé par les présentes qu'il a expressément exigé que tous les documents
faisant foi ou se rapportant de quelque manière que ce soit à la vente des titres décrits aux présentes
(incluant, pour éviter toute incertitude, toute confirmation d'achat ou tout avis) soient rédigés en
anglais seulement.
IMPORTANT EEA RETAIL INVESTORS If the Final Terms in respect of any Notes specifies
"Prohibition of Sales to EEA Retail Investors" as:
(i)
"Applicable", the Notes are not intended to be offered, sold or otherwise made available to
and should not be offered, sold or otherwise made available to any retail investor in the EEA.
Consequently, no key information document required by Regulation (EU) No 1286/2014 (the
"PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to
retail investors in the EEA has been prepared, and therefore, offering or selling the Notes or
otherwise making them available to any retail investor in the EEA may be unlawful under the
PRIIPs Regulation; or
(i )
"Applicable, other than in the jurisdiction(s) for which a key information document will be
made available", the Notes are not intended to be offered, sold or otherwise made available
to and should not be offered, sold or otherwise made available to any retail investor in the
EEA, other than in those jurisdiction(s) where a key information document required pursuant
to the PRIIPs Regulation will be made available. Consequently, no key information document
required by the PRIIPs Regulation for offering or selling the Notes or otherwise making them
available to retail investors in the EEA has been prepared, other than in respect of the
jurisdiction(s) for which a key information document wil be made available, and therefore
offering or selling the Notes or otherwise making them available to any retail investor in the
EEA may be unlawful under the PRIIPs Regulation; or
(i i)
"Not applicable", then the Notes may be offered, sold or otherwise made available to any
retail investor in the EEA, provided that, where a key information document is required
pursuant to the PRIIPs Regulation, the Notes may only be offered, sold or otherwise made
available to retail investors in the EEA in jurisdiction(s) for which a key information document
has been made available. Consequently, if no key information document required by the
PRIIPs Regulation for offering or sel ing the Notes or otherwise making them available to
retail investors in the EEA has been prepared, offering or selling the Notes or otherwise
making them available to any retail investor in the EEA may be unlawful under the PRIIPs
Regulation, other than in respect of the jurisdiction(s) for which a key information document
will be made available.
For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as
defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended "MiFID II"); (ii) a customer
within the meaning of Directive 2002/92/EC (as amended or superseded, the "Insurance Mediation
Directive"), where that customer would not qualify as a professional client as defined in point (10) of
Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Directive.
Amounts payable under the Notes may be calculated by reference to one or more "benchmarks" for
the purposes of Regulation (EU) No. 2016/1011 of the European Parliament and of the Council of

8

8 June 2016 (the "Benchmarks Regulation"). In this case and in respect of a Non-Exempt Offer of
Notes only, a statement will be included in the applicable Final Terms as to whether or not the
relevant administrator of the "benchmark" is included in ESMA's register of administrators under
Article 36 of the Benchmarks Regulation. Certain "benchmarks" may either (i) not fall within the scope
of the Benchmarks Regulation by virtue of Article 2 of that regulation or (i ) transitional provisions in
Article 51 of the Benchmarks Regulation may apply to certain other "benchmarks" which would
otherwise be in scope such that at the date of the relevant Final Terms the administrator of the
"benchmark" is not required to be included in the register of administrators.
MiFID II product governance / target market The Final Terms in respect of any Notes will include
a legend entitled "MiFID II product governance/target market assessment" which will outline the target
market assessment in respect of the Notes, taking into account the five categories in item 18 of the
Guidelines published by ESMA on 5 February 2018, and which channels for distribution of the Notes
are appropriate. Any person subsequently offering, sel ing or recommending the Notes
(a "distributor" as defined in MiFID II) should take into consideration the target market assessment;
however, a distributor subject to MiFID II is responsible for undertaking its own target market
assessment in respect of the Notes (by either adopting or refining the target market assessment) and
determining appropriate distribution channels.
A determination wil be made in relation to each issue about whether, for the purpose of the Product
Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance
Rules"), any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but
otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a
manufacturer for the purpose of the MiFID Product Governance Rules.

9

Table of Contents

Programme Summary ........................................................................................................................... 11
Programme Summary (in French) ........................................................................................................ 46
Pro Forma Issue Specific Summary of the Programme ....................................................................... 86
Pro Forma Issue Specific Summary of the Programme (in French) ................................................... 122
Risks .................................................................................................................................................... 163
User's guide to the Base Prospectus .................................................................................................. 227
Forward-Looking Statements .............................................................................................................. 231
Presentation of Financial Information ................................................................................................. 231
Documents Incorporated by Reference .............................................................................................. 232
General Description of the Programme .............................................................................................. 241
Terms and Conditions of the English Law Notes ................................................................................ 253
Terms and Conditions of the French Law Notes ................................................................................ 330
Annex 1 Additional Terms and Conditions for Payouts ...................................................................... 394
Annex 2 Additional Terms and Conditions for Index Linked Notes..................................................... 458
Annex 3 Additional Terms and Conditions for Share Linked Notes .................................................... 496
Annex 4 Additional Terms and Conditions for Inflation Linked Notes ................................................. 520
Annex 5 Additional Terms and Conditions for Commodity Linked Notes ........................................... 527
Annex 6 Additional Terms and Conditions for Fund Linked Notes ..................................................... 539
Annex 7 Additional Terms and Conditions for Credit Linked Notes .................................................... 555
Annex 8 Additional Terms and Conditions for ETI Linked Notes ........................................................ 629
Annex 9 Additional Terms and Conditions for Foreign Exchange (FX) Rate Linked Notes ............... 667
Annex 10 Additional Terms and Conditions for Underlying Interest Rate Linked Notes .................... 679
Use of Proceeds .................................................................................................................................. 687
Description of BNPP Indices ............................................................................................................... 688
Connected Third Party Indices ............................................................................................................ 756
Form of the Notes ............................................................................................................................... 757
Clearing Systems ................................................................................................................................ 761
[Form of] Final Terms .......................................................................................................................... 763
[Form of] Final Terms for Exempt Notes ............................................................................................. 831
Taxation............................................................................................................................................... 893
French Taxation .................................................................................................................................. 894
German Taxation ................................................................................................................................ 897
Hong Kong Taxation ........................................................................................................................... 902
Italian Taxation .................................................................................................................................... 904
Luxembourg Taxation ......................................................................................................................... 910
Netherlands Taxation .......................................................................................................................... 913
Portuguese Taxation ........................................................................................................................... 916
Spanish Taxation ................................................................................................................................ 918
UK Taxation ........................................................................................................................................ 921
U.S. Dividend Equivalent Withholding ................................................................................................ 923
Foreign Account Tax Compliance Act ................................................................................................. 925
Certain Considerations for ERISA and Other Employee Benefit Plans .............................................. 926
Subscription and Sale ......................................................................................................................... 928
General Information ............................................................................................................................ 938
Responsibility Statement ..................................................................................................................... 951

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