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Prospectus brochure de l'obligation BNP Paribas NL0010650859 en USD 0%, échue

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 de BNP Paribas (ISIN : NL0010650859), émise aux Pays-Bas en USD, à un taux d'intérêt de 0% et échéant le 02/12/2016 avec une fréquence de paiement de 2, a atteint sa maturité et a été remboursée à 100%.

MARKET ACCESS SECURITIES BASE PROSPECTUS
DATED 30 JUNE 2022

BNP Paribas Issuance B.V.
(incorporated in the Netherlands)
(as Issuer)
BNP Paribas
(incorporated in France)
(as Issuer and Guarantor)
Base Prospectus for the issue of Warrants and Certificates

This document (the "Base Prospectus") constitutes a base prospectus in respect of Warrants and Certificates
issued under the Note, Warrant and Certificate Programme of BNP Paribas Issuance B.V. ("BNPP B.V.") and
BNP Paribas ("BNPP") (the "Programme"). Any W&C Securities (as defined below) issued on or after the date
of this Base Prospectus pursuant to Final Terms referencing this Base Prospectus are issued subject to the
provisions herein. This does not affect any W&C Securities issued before the date of this Base Prospectus. This
Base Prospectus constitutes a base prospectus for the purposes of Article 8 of the Prospectus Regulation.
"Prospectus Regulation" means Regulation (EU) 2017/1129 of 14 June 2017. This Base Prospectus received
approval no. 22-252 on 30 June 2022 from the Autorité des marchés financiers (the "AMF") and will be valid for
a period of one year following the date of its approval by the AMF. The obligation to supplement this Base
Prospectus in the event of a significant new factor, material mistake or material inaccuracy does not apply when
this Base Prospectus is no longer valid.
This Base Prospectus has been approved as a base prospectus by the AMF in France as competent authority under
the Prospectus Regulation. The AMF only approves this Base Prospectus as meeting the standards of
completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Approval by the AMF
should not be considered as an endorsement of the Issuers or the Guarantor (each as defined below) or of the
quality of the W&C Securities. Investors should make their own assessment as to the suitability of investing in
the W&C Securities.
Upon such approval, application may be made for securities issued under the Programme during a period of 12
months from the date of this Base Prospectus to be listed and/or admitted to trading on Euronext Paris and/or a
Regulated Market (as defined below) in another Member State of the European Economic Area (the "EEA").
Euronext Paris is a regulated market for the purposes of the Markets in Financial Instruments Directive
2014/65/EU (each such regulated market being a "Regulated Market"). Reference in this Base Prospectus to
W&C Securities being "listed" (and all related references) shall mean that such W&C Securities 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 on such other or further stock exchange(s) as the relevant Issuer may decide.
Each Issuer may also issue unlisted W&C Securities. The applicable Final Terms (as defined below) will specify
whether or not W&C Securities are to be listed and admitted to trading and, if so, the relevant Regulated Market
or other or further stock exchange(s).
The requirement to publish a prospectus under the Prospectus Regulation only applies to W&C Securities which
are to be admitted to trading on a regulated market in the EEA and/or offered to the public in the EEA other than
in circumstances where an exemption is available under Article 1(4) and/or 3(2) of the Prospectus Regulation.
The requirement to publish a prospectus under the Financial Services and Markets Act 2000 ("FSMA") only

1

applies to W&C Securities which are admitted to trading on a UK regulated market as defined in Regulation (EU)
No 600/2014 on markets in financial instruments as it forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018 (the "EUWA") ("UK MiFIR") and/or offered to the public in the United Kingdom other
than in circumstances where an exemption is available under section 86 of the FSMA.
Each Issuer may issue W&C Securities for which no prospectus is required to be published under (i) the Prospectus
Regulation and/or (ii) Regulation (EU) 2017/1129 of 14 June 2017 as it forms part of domestic law by virtue of
the EUWA (the "UK Prospectus Regulation"), as the case may be ("Exempt Securities") under this Base
Prospectus. See "Exempt Securities" in the "Overview of this Base Prospectus" section below. The AMF has
neither approved nor reviewed information contained in this Base Prospectus in connection with Exempt
Securities.
Under the Programme each of BNPP B.V. and BNPP (the "Issuers" and each an "Issuer"), may from time to time
issue, inter alia, warrants ("Warrants") or certificates ("Certificates" and, together with the Warrants, "W&C
Securities") of any kind including, but not limited to, W&C Securities relating to a specified index or a basket of
indices, a specified share (including two or more shares which are attached to each other so that they trade as a
single unit ("Stapled Shares"), global depositary receipt ("GDR") or American depositary receipt ("ADR") or a
basket of shares (including Stapled Shares), ADRs and/or GDRs, a specified interest in an exchange traded fund,
an exchange traded note, an exchange traded commodity or other exchange traded product (each an "exchange
traded instrument") or a basket of interests in exchange traded instruments, a specified debt instrument or a
basket of debt instruments, a specified fund share or unit or basket of fund shares or units, a specified entity or
entities and any other types of W&C Securities including hybrid W&C Securities whereby the underlying asset(s)
may be any combination of such indices, shares, interests in exchange traded instruments, debt, fund shares or
units, or other asset classes or types. Each issue of the W&C Securities will be issued on the terms set out herein
which are relevant to such W&C Securities under "Terms and Conditions of the W&C Securities" (the "Security
Conditions" or the "Conditions"). Notice of, inter alia, the specific designation of the W&C Securities the
number and type of the W&C Securities, the date of issue of the W&C Securities, the issue price (if applicable),
the underlying asset, index, fund, or other item(s) to which the W&C Securities relate, the exercise period or date
(in the case of Warrants), the redemption date (in the case of Certificates), whether they are interest bearing, partly
paid, redeemable in instalments (in the case of Certificates), exercisable (on one or more exercise dates) (in the
case of Certificates), whether the W&C Securities are eligible for sale in the United States and certain other terms
relating to the offering and sale of the W&C Securities will be set out in a final terms document (the "Final
Terms") which may be issued for more than one series of W&C Securities and will be filed with the AMF. Copies
of Final Terms in relation to W&C Securities to be listed on Euronext Paris will also be published on the website
of the AMF (www.amf-france.org). References herein to the Final Terms may include, in the case of U.S.
Securities (as defined below), (x) a supplement to the Base Prospectus under Article 23 of the Prospectus
Regulation or (y) a prospectus.
W&C Securities related to a specified interest in an exchange traded instrument or basket of interests in exchange
traded instruments, a specified fund share or unit or basket of fund shares or units or hybrid W&C Securities
related to any of these asset classes or any commodity or commodity interest regulated by the United States
Commodity Futures Trading Commission (the "CFTC"), may not at any time be offered, sold, resold, held, traded,
pledged, exercised (in the case of Warrants), settled or redeemed (in the case of Certificates), transferred or
delivered, directly or indirectly, in the United States or to, by or for the account or benefit of, persons that are (i)
a "U.S. person" as defined in Regulation S under the Securities Act ("Regulation S"); or (ii) a person other than
a "Non-United States person" as defined in Rule 4.7 under the United States Commodity Exchange Act of 1936,
as amended (the "Commodity Exchange Act"); or (iii) a "U.S. person" as defined in (a) the Interpretive Guidance
and Policy Statement Regarding Compliance with Certain Swap Regulations promulgated by the CFTC or (b) the
final rule relating to Cross-Border Application of the Registration Thresholds and Certain Requirements
Applicable to Swap Dealers and Major Swap Participants promulgated by the CFTC, in each case as amended,
modified or supplemented from time to time, pursuant to the Commodity Exchange Act; or (iv) any other "U.S.
person" as such term may be defined in Regulation S or in regulations or guidance adopted under the Commodity
Exchange Act (each such person, a "U.S. person"), unless expressly provided for pursuant to any applicable U.S.
wrapper to the Base Prospectus. Any such applicable U.S. wrapper may restrict the types of W&C Securities that
can be offered, sold, resold, held, traded, pledged, exercised, redeemed, transferred or delivered and the terms of
such W&C Securities.
Neither the United States Securities and Exchange Commission (the "SEC") nor any state securities commission
has approved or disapproved of these securities or passed upon the accuracy of this prospectus. Any representation
to the contrary is a criminal offence. W&C Securities issued by BNPP B.V. will be guaranteed by BNP Paribas
(in such capacity, the "Guarantor") pursuant to a Deed of Guarantee (the "Guarantee"), the form of which is set
out herein.

2

Except in the case of U.S. Securities, each of BNPP B.V. and BNPP has a right of substitution as set out herein.
In the event that either BNPP B.V. or BNPP exercises its right of substitution, a supplement to the Base Prospectus
will be published on the website of the AMF (www.amf.france.org) and on the website of BNPP (https://rates-
globalmarkets.bnpparibas.com/gm/public/LegalDocs.aspx).
Each issue of W&C Securities will entitle the holder thereof on due exercise (in the case of Warrants) or on the
Instalment Date(s) and/or the Redemption Date (in the case of Certificates) (or, in the case of Multiple Exercise
Certificates, each Exercise Settlement Date) to receive a cash amount (if any) calculated in accordance with the
relevant terms, all as set forth herein and in the applicable Final Terms.
Other than in relation to the documents which are deemed to be incorporated by reference (see "Documents
Incorporated by Reference" below), the information on the websites to which this Base Prospectus refers does not
form part of this Base Prospectus unless that information is incorporated by reference into the Base Prospectus
and has not been scrutinised or approved by the AMF.
Capitalised terms used in this Base Prospectus shall, unless otherwise defined, have the meanings set forth in the
Conditions.
Prospective purchasers of W&C Securities should ensure that they understand the nature of the relevant
W&C Securities and the extent of their exposure to risks and that they consider the suitability of the
relevant W&C Securities as an investment in the light of their own circumstances and financial condition.
W&C Securities are complex financial instruments and involve a high degree of risk and potential investors
should be prepared to sustain a total loss of the purchase price of their W&C Securities. There are
significant risks associated with holding W&C Securities, including risks in relation to the circumstances
in which W&C Securities may be written down or converted to ordinary shares and the implications on
prospective purchasers of W&C Securities (such as a substantial loss). The circumstances in which such
prospective purchasers may suffer loss as a result of holding W&C Securities are difficult to predict and
the quantum of any loss incurred by investors in such circumstances is also highly uncertain. For more
information, see "Risks" on pages 16 to 56.
Investors in Hong Kong should not purchase the W&C Securities in the primary or secondary markets
unless they are professional investors (as such term is defined in the Securities and Futures Ordinance
(Cap. 571, Laws of Hong Kong) and its subsidiary legislation, "Professional Investors") and understand
the risks involved.
In particular, the W&C Securities and the Guarantee have not been, and will not be, registered under the
United States Securities Act of 1933, as amended (the "Securities Act"), or any other applicable U.S. state
securities laws and trading in the W&C Securities has not been approved by the CFTC under the
Commodity Exchange Act. Neither Issuer has registered as an investment company pursuant to the United
States Investment Company Act of 1940, as amended (the "Investment Company Act"). Unless such
Securities are U.S. Securities as specified in the applicable Final Terms, the W&C Securities are being
offered and sold in reliance on Regulation S. No W&C Securities of such series, or interests therein, may
at any time be offered, sold, resold, held, traded, pledged, exercised, redeemed, transferred or delivered,
directly or indirectly, in the United States or to, or for the account or benefit of, persons that are (i) a "U.S.
person" as defined in Regulation S; (ii) a person other than a "Non-United States person" as defined in
Rule 4.7 under the Commodity Exchange Act; (iii) a "U.S. person" as defined in (a) the Interpretive
Guidance and Policy Statement Regarding Compliance with Certain Swap Regulations promulgated by
the CFTC or (b) the final rule relating to Cross-Border Application of the Registration Thresholds and
Certain Requirements Applicable to Swap Dealers and Major Swap Participants promulgated by the
CFTC, in each case as amended, modified or supplemented from time to time, pursuant to the Commodity
Exchange Act; or (iv) any other "U.S. person" as such term may be defined in Regulation S or in regulations
or guidance adopted under the Commodity Exchange Act (each such person, a "U.S. person"). Any offer,
sale, resale, trade, pledge, exercise, transfer or delivery made, directly or indirectly, within the United States
or to, or for the account or benefit of, a U.S. person will not be recognised. The W&C Securities of such
series may not be legally or beneficially owned at any time by any U.S. person (as defined in the "Offering
and Sale" section below) and accordingly are being offered and sold outside the United States to non-U.S.
persons in reliance on Regulation S and pursuant to CFTC regulations and guidance.
Certain issues of W&C Securities may also be offered and sold in the United States to persons reasonably
believed to be in the case of U.S. Securities issued by BNPP, a qualified institutional buyer ("QIB"), as
defined in Rule 144A under the Securities Act ("Rule 144A"), and in the case of U.S. Securities issued by
BNPP B.V., a QIB who is also a qualified purchaser ("QP") as defined under the Investment Company Act.

3

Each purchaser of U.S. Securities within the United States is hereby notified that the offer and sale of such
Securities is being made in reliance upon an exemption from the registration requirements of the Securities Act.
For a description of certain further restrictions on offers and sales of the W&C Securities and on the distribution
of this Base Prospectus, see "Offering and Sale" below.
U.S. Securities will, unless otherwise specified in the Final Terms, be sold through BNP Paribas Securities Corp.,
a registered broker-dealer. See the Conditions below.
The Issuers have requested the AMF, in accordance with Article 25(1) of the Prospectus Regulation, to provide
the competent authorities in Luxembourg with a certificate of approval attesting that the Base Prospectus has been
drawn up in accordance with the Prospectus Regulation.
In the event that the applicable Final Terms specify that W&C Securities are eligible for sale in the United States
("U.S. Warrants" or "U.S. Certificates", as the case may be, and together, the "U.S. Securities"), (A) the W&C
Securities sold in the United States to persons reasonably believed to be, in the case of U.S. Securities issued by
BNPP, a QIB, under Rule 144A and, in the case of U.S. Securities issued by BNPP B.V., a QIB who is also a QP,
will be represented by one or more global Securities (each, a "Rule 144A Global Security") issued and deposited
with (1) a custodian for, and registered in the name of a nominee of, The Depository Trust Company ("DTC") or
(2) a common depositary on behalf of Clearstream Banking, S.A. ("Clearstream, Luxembourg") or Euroclear
Bank S.A./N.V. ("Euroclear") and/or any other relevant clearing system and (B) W&C Securities sold outside
the United States to non-U.S. persons will be represented by one or more global Securities (each, a "Regulation
S Global Security") issued and deposited with a common depositary on behalf of Clearstream, Luxembourg and
Euroclear and/or any other relevant clearing system and may not be legally or beneficially owned at any time by
any U.S. person. In the event that the Final Terms do not specify that W&C Securities are eligible for sale within
the United States or to U.S. persons, the W&C Securities offered and sold outside the United States to non-U.S.
persons may not be legally or beneficially owned at any time by any U.S. person and will be represented by a
Clearing System Global Security or a Registered Global Security, as the case may be. Such U.S. Securities will
be subject to additional restrictions as set forth in the applicable U.S. wrapper to the Base Prospectus, including
restrictions on the types of Securities that can be offered, sold, resold, held, traded, pledged, exercised, redeemed,
transferred or delivered and the terms of such Securities.
The securities described in this Base Prospectus may only be offered in the Netherlands to Qualified Investors (as
defined in the Prospectus Regulation).
BNPP B.V.'s long-term credit rating is A+ with a stable outlook (S&P Global Ratings Europe Limited ("Standard
& Poor's")) and BNPP B.V.'s short term credit rating is A-1 (Standard & Poor's). BNPP's long-term credit ratings
are A+ with a stable outlook (Standard & Poor's), Aa3 with a stable outlook (Moody's Investors Service Ltd.
("Moody's")), AA- with a stable outlook (Fitch Ratings Ireland Limited ("Fitch")) (which is the long-term rating
assigned to BNPP's senior preferred debt by Fitch) and AA (low) with a stable outlook (DBRS Rating GmbH
("DBRS Morningstar")) and BNPP's short-term credit ratings are A-1 (Standard & Poor's), P-1 (Moody's), F1+
(Fitch) and R-1 (middle) (DBRS Morningstar). Each of Standard & Poor's, Fitch and DBRS Morningstar is
established in the European Union and is registered under the Regulation (EC) No. 1060/2009 (as amended) (the
"CRA Regulation"). The ratings issued by Moody's have been endorsed by Moody's France SAS ("Moody's
France") in accordance with the CRA Regulation. Moody's France is established in the European Union and
registered under the CRA Regulation. As such each of Standard & Poor's, Fitch, DBRS Morningstar and Moody's
France 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. Moody's is established in the United Kingdom and is registered in accordance with Regulation
(EC) No. 1060/2009 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the
"UK CRA Regulation"). Moody's is included in the list of credit rating agencies published by the Financial
Conduct Authority on its website (https://register.fca.org.uk) in accordance with the UK CRA Regulation. None
of Standard & Poor's, Fitch or DBRS Morningstar are established in the United Kingdom, but each is part of a
group in respect of which one of its undertakings is (i) established in the United Kingdom, and (ii) is registered in
accordance with the UK CRA Regulation. As such, the ratings issued by Standard & Poor's, Fitch and DBRS
Morningstar may be used for regulatory purposes in the United Kingdom in accordance with the UK CRA
Regulation. W&C Securities 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 by the assigning rating agency.
Notification under Section 309B(1)(c) of the Securities and Futures Act 2001 (2020 Revised Edition) of
Singapore, as modified or amended from time to time (the "SFA") Unless otherwise specified in the
applicable Final Terms in respect of any W&C Securities, all W&C Securities issued or to be issued under the
Programme shall be capital markets products other than prescribed capital markets products (as defined in the

4

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).
Guidance under the Hong Kong Monetary Authority (the "HKMA") circular - In October 2018, the HKMA
issued a circular regarding enhanced investor protection measures on the sale and distribution of debt instruments
with loss-absorption features and related products (the "HKMA Circular"). Under the HKMA Circular, debt
instruments with loss-absorption features, being subject to the possibility of being written-down or converted to
ordinary shares, and investment products that invest mainly in, or whose returns are closely linked to the
performance of such instruments (together, "Loss-Absorption Products"), may only be offered to professional
investors (as defined in the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and its subsidiary
legislation, "Professional Investors") in Hong Kong. Unless otherwise specified in the applicable Final Terms in
respect of any W&C Securities, all W&C Securities issued or to be issued under the Programme contain loss-
absorption features and may be considered Loss-Absorption Products under the HKMA Circular. Investors in
Hong Kong should not purchase such W&C Securities with loss-absorption features unless they are
Professional Investors and understand the risks involved. Such W&C Securities are generally not suitable
for retail investors in Hong Kong in either the primary or the secondary markets.
IMPORTANT EEA AND UK RETAIL INVESTORS If the Final Terms in respect of any W&C Securities
specifies the "Prohibition of Sales to EEA and UK Retail Investors Legend" as applicable, the W&C Securities
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 (i) the EEA, unless a key information document will be made available (if
required) in the EEA jurisdiction(s) in which the W&C Securities are offered, sold or otherwise made available
to such retail investor(s) or (ii) the United Kingdom (the "UK"), unless a key information document will be made
available (if required) in the UK. If the Final Terms in respect of any W&C Securities specifies the "Prohibition
of Sales to EEA and UK Retail Investors Legend" as not applicable, the W&C Securities may be offered, sold
or otherwise made available to any retail investor in the EEA or in the UK, provided that, where a key information
document is required pursuant to the PRIIPs Regulation or the UK PRIIPs Regulation (each as defined below), as
the case may be, the W&C Securities may only be offered, sold or otherwise made available to retail investors in
(i) the EEA in in the jurisdiction(s) for which a key information document will be made available or (ii) in the UK
if a key information document will be made available in the UK. For these purposes, a retail investor means a
person who is one (or more) of:
(a)
in the case of retail investors in the EEA:
(i)
a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended,
"MiFID II");
(ii)
a customer within the meaning of Directive (EU) 2016/97 (as amended or superseded, the
"Insurance Distribution Directive"), where that customer would not qualify as a professional
client as defined in point (10) of Article 4(1) of MiFID II; or
(iii)
not a qualified investor as defined in the Prospectus Regulation; or
(b)
in the case of retail investors in the UK:
(i)
a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms
part of UK domestic law by virtue of the EUWA;
(ii)
(a customer within the meaning of the provisions of the FSMA and any rules or regulations
made under the FSMA to implement Directive (EU) 2016/97, where that customer would not
qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No
600/2014 as it forms part of domestic law by virtue of the EUWA; or
(iii)
not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of
domestic law by virtue of the EUWA.
Consequently, no key information document required by:
(a)
Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the W&C Securities
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 will be made available, and therefore offering
or selling the W&C Securities or otherwise making them available to any retail investor in the EEA may
be unlawful under the PRIIPs Regulation; and

5

(b)
Regulation (EU) No 1286/2014 as it forms part of UK domestic law by virtue of the EUWA (the "UK
PRIIPs Regulation") for offering or selling the W&C Securities or otherwise making them available to
retail investors in the UK has been prepared, and therefore, offering or selling the W&C Securities or
otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs
Regulation.
EU BENCHMARKS REGULATION
Amounts payable under the W&C Securities may be calculated by reference to one or more "benchmarks" for the
purposes of Regulation (EU) No. 2016/1011 of the European Parliament and of the Council of 8 June 2016 (the
"EU Benchmarks Regulation"). In this case, a statement will be included in the applicable Final Terms as to
whether or not the relevant administrator of the "benchmark" is included in ESMA's register of administrators
under Article 36 of the EU Benchmarks Regulation. Certain "benchmarks" may either (i) not fall within the scope
of the EU Benchmarks Regulation by virtue of Article 2 or (ii) transitional provisions in Article 51 of the EU
Benchmarks Regulation may apply to certain other "benchmarks", which would otherwise be in scope, such that
at the date of the applicable Final Terms, the administrator of the "benchmark" is not required to be included in
the register of administrators.
MiFID II product governance / target market The Final Terms in respect of any W&C Securities may include
a legend entitled "MiFID II product governance/target market assessment" which will outline the target market
assessment in respect of the W&C Securities and which channels for distribution of the W&C Securities are
appropriate. Any person subsequently offering, selling or recommending the W&C Securities (a "distributor")
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 W&C Securities (by either adopting
or refining the target market assessment) and determining appropriate distribution channels.
UK MiFIR product governance / target market The Final Terms in respect of any W&C Securities may
include a legend entitled "UK MiFIR product governance/target market assessment" which will outline the target
market assessment in respect of the W&C Securities and which channels for distribution of the W&C Securities
are appropriate. Any person subsequently offering, selling or recommending the W&C Securities (a
"distributor") should take into consideration the target market assessment; however, a distributor subject to the
FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product
Governance Rules") is responsible for undertaking its own target market assessment in respect of the W&C
Securities (by either adopting or refining the target market assessment) and determining appropriate distribution
channels.

6

TABLE OF CONTENTS

Page
OVERVIEW OF THIS BASE PROSPECTUS ...................................................................................................... 9
RISKS ................................................................................................................................................................... 16
INVESTMENT CONSIDERATIONS ................................................................................................................. 57
USER'S GUIDE TO THE BASE PROSPECTUS ................................................................................................ 66
AVAILABLE INFORMATION .......................................................................................................................... 70
FORWARD-LOOKING STATEMENTS ............................................................................................................ 70
PRESENTATION OF FINANCIAL INFORMATION ....................................................................................... 70
DOCUMENTS INCORPORATED BY REFERENCE ....................................................................................... 71
[FORM OF] FINAL TERMS FOR W&C SECURITIES .................................................................................... 92
TERMS AND CONDITIONS OF THE W&C SECURITIES ........................................................................... 130
ANNEX 1 Additional Terms and Conditions For Payouts................................................................... 202
ANNEX 2 Additional Terms and Conditions for Index Securities ...................................................... 210
ANNEX 3 Additional Terms and Conditions for Share Securities ...................................................... 219
ANNEX 4 Additional Terms and Conditions for ETI Securities ......................................................... 234
ANNEX 5 Additional Terms and Conditions for Debt Securities ........................................................ 250
ANNEX 6 Additional Terms and Conditions for Fund Securities ....................................................... 252
ANNEX 7 Additional Terms and Conditions for Market Access Securities ........................................ 264
USE OF PROCEEDS ......................................................................................................................................... 273
FORM OF GUARANTEE ................................................................................................................................. 274
FORM OF THE W&C SECURITIES ................................................................................................................ 280
DESCRIPTION OF BNPP B.V. ......................................................................................................................... 281
DESCRIPTION OF BNPP ................................................................................................................................. 286
BOOK-ENTRY CLEARANCE SYSTEMS ...................................................................................................... 287
BOOK-ENTRY SYSTEMS ............................................................................................................................... 287
TAXATION ....................................................................................................................................................... 291
FRENCH TAXATION ....................................................................................................................................... 292
U.S. FEDERAL INCOME TAXATION ............................................................................................................ 294

7

U.S. DIVIDEND EQUIVALENT WITHHOLDING ......................................................................................... 304
FOREIGN ACCOUNT TAX COMPLIANCE ACT .......................................................................................... 306
OTHER TAXATION ......................................................................................................................................... 307
CERTAIN CONSIDERATIONS FOR ERISA AND OTHER EMPLOYEE BENEFIT PLANS ..................... 308
NOTICE
TO
PURCHASERS
AND
HOLDERS
OF
U.S.
SECURITIES
AND
TRANSFER
RESTRICTIONS ................................................................................................................................................ 310
OFFERING AND SALE .................................................................................................................................... 318
GENERAL INFORMATION ............................................................................................................................. 332
IMPORTANT INFORMATION RELATING TO NON-EXEMPT OFFERS OF SECURITIES ..................... 341
RESPONSIBILITY STATEMENT .................................................................................................................... 344

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OVERVIEW OF THIS BASE PROSPECTUS

OVERVIEW OF THIS BASE PROSPECTUS
The following overview does not purport to be complete and is taken from, and is qualified in its entirety by,
the remainder of this Base Prospectus and, in relation to the terms and conditions of any particular Tranche
of W&C Securities, the applicable Final Terms.
This overview constitutes a general description of this Base Prospectus for the purposes of Article 25(1) of
Commission Delegated Regulation (EU) No 2019/980 of 14 March 2019 (the "Delegated Regulation").
Words and expressions defined in the "Form of the W&C Securities" and "Terms and Conditions of the W&C
Securities" shall have the same meanings in this overview.
Issuers
BNP Paribas Issuance B.V. ("BNPP B.V.")

Issuer Legal Entity Identifier (LEI): 7245009UXRIGIRYOBR48

BNP Paribas ("BNPP" and, together with its consolidated subsidiaries, the
"Group").

Issuer Legal Entity Identifier (LEI): R0MUWSFPU8MPRO8K5P83
Guarantor
BNP Paribas
Risk Factors
There are certain factors that may affect the relevant Issuer's ability to fulfil
its obligations under W&C Securities issued under this Base Prospectus.
In the case of W&C Securities issued by BNPP B.V., there are also certain
factors that may affect the Guarantor's ability to fulfil its obligations under
the Guarantee. In addition, there are certain factors which are material for
the purpose of assessing the market risks and legal risks associated with
W&C Securities issued under the Programme, risks relating to the
structure of a particular Series of W&C Securities and risks relating to the
Underlying Reference or the disruption and adjustment provisions of a
particular Series of W&C Securities issued under the Programme. All of
these are set out under "Risks". Additional considerations associated with
an investment in the W&C Securities are also set out under "Investment
Considerations".
Description
of
the
W&C
Cash settled warrants ("Warrants") and certificates ("Certificates" and,
Securities under this Base
together with the Warrants, "W&C Securities") issued under this Base
Prospectus
Prospectus.
Certain Restrictions
Each issue of W&C Securities denominated in a currency in respect of
which particular laws, guidelines, regulations, restrictions or reporting
requirements apply will only be issued in circumstances which comply
with such laws, guidelines, regulations, restrictions or reporting
requirements from time to time (see "Offering and Sale").
Form of W&C Securities
Certificates are represented by (i) a Permanent Global Certificate, (ii) a
Rule 144A Global Certificate, (iii) a Regulation S Global Certificate, (iv)
certificates in registered form, as specified in the applicable Final Terms.
Except as provided in the limited circumstances set out in the Conditions,
no Certificates in definitive form will be issued.

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OVERVIEW OF THIS BASE PROSPECTUS

W&C Securities
W&C Securities may be issued as:

(a)
Index Securities, where the amount payable on redemption or
exercise of the W&C Securities is determined by reference to an
Index or a Basket of Indices (or index futures or options
contracts);

(b)
Share Securities, where the amount payable on redemption or
exercise of the W&C Securities is determined by reference to a
Share (or a Stapled Share) or a Basket of Shares (which may be
comprised of one or more Stapled Shares);

(c)
ETI Securities, where the amount payable on redemption or
exercise of the W&C Securities is determined by reference to an
ETI Interest or a Basket of ETI Interests;

(d)
Debt Securities, where the amount payable on redemption or
exercise of the W&C Securities is determined by reference to a
Debt Instrument or a Basket of Debt Instruments (or debt futures
or options contracts);

(e)
Fund Securities, where the amount payable on redemption or
exercise of the W&C Securities is determined by reference to a
Fund or a Basket of Funds; and

(f)
Hybrid Securities, where the amount payable on redemption or
exercise of the W&C Securities is determined by reference to any
combination of any Indices, Shares, ETI Interests, Debt
Instruments, Funds and other asset classes or types.
Redemption/Exercise
The terms under which W&C Securities may be redeemed or exercised
(including the redemption date or exercise date and related settlement date
and the amount payable or deliverable on redemption or exercise as well
as any provisions relating to early redemption or cancellation) will be
determined by the Issuer at the time of issue of the relevant W&C
Securities, specified in the applicable Final Terms and, if applicable,
summarised in the relevant issue specific summary annexed to the
applicable Final Terms.

W&C Securities may be redeemed or cancelled early if the performance
of the Issuer's obligations under the W&C Securities has become illegal or
by reason of force majeure or act of state it becomes impossible or
impracticable for the Issuer to perform its obligations under the W&C
Securities and/or any related hedging arrangements. If specified in the
applicable Final Terms, W&C Securities may be redeemed early at the
option of the Issuer or at the option of the Holders at the Optional
Redemption Amount specified in the applicable Final Terms.

The W&C Securities may also be redeemed early following the occurrence
of certain disruption, adjustment, extraordinary or other events. If Payout
Switch Election or Automatic Payout Switch is specified in the applicable

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