Obligation BNP Paribas SA 7.375% ( USF1R15XK367 ) en USD

Société émettrice BNP Paribas SA
Prix sur le marché refresh price now   100.447 %  ▼ 
Pays  France
Code ISIN  USF1R15XK367 ( en USD )
Coupon 7.375% par an ( paiement semestriel )
Echéance Perpétuelle



Prospectus brochure de l'obligation BNP Paribas USF1R15XK367 en USD 7.375%, échéance Perpétuelle


Montant Minimal 200 000 USD
Montant de l'émission 1 500 000 000 USD
Cusip F1R15XK36
Notation Standard & Poor's ( S&P ) BBB- ( Qualité moyenne inférieure )
Prochain Coupon 19/08/2025 ( Dans 88 jours )
Description détaillée 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 perpétuelle émise par BNP Paribas (ISIN : USF1R15XK367, CUSIP : F1R15XK36), d'une taille totale de 1 500 000 000 USD et d'une taille minimale à l'achat de 200 000 USD, cotée actuellement à 100,827% en USD, offre un taux d'intérêt de 7,375% avec une fréquence de paiement semestrielle, et bénéficie d'une notation BBB- de Standard & Poors.










US$1,500,000,000 Perpetual Fixed Rate Resettable Additional Tier 1 Notes

Issue Price for the Notes: 100%

BNP Paribas ("BNP Paribas" or the "Issuer") is offering US$ 1,500,000,000 principal amount of its
Perpetual Fixed Rate Resettable Additional Tier 1 Notes (the "Notes"). The Notes will be issued by
BNP Paribas and 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 bear interest on their Prevailing Outstanding Amount (as defined in Condition 2
(Interpretation) in "Terms and Conditions of the Notes") at the applicable Rate of Interest from (and
including) August 19, 2015 (the "Issue Date") and interest shall be payable semi-annually in arrears
on February 19 and August 19 in each year (each an "Interest Payment Date") from (and including)
February 19, 2016 to (but excluding) August 19, 2025 (the "First Call Date") at the rate of 7.375% per
annum.
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 Mid-Swap Rate
plus (b) the Margin (5.15 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. Holders 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 the First
Call Date or any Interest Payment Date thereafter 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 Issuer's CET 1
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"). Holders 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". If a Capital Event or a Tax Event has occurred and is
continuing, the Issuer may further substitute all of the Notes or vary the terms of all of the
Notes, without the consent or approval of Holders, so that they become or remain Compliant
Securities (as defined in Condition 7.5 (Substitution/Variation)).
This document (the "Prospectus") constitutes a prospectus for the purposes of Article 5.3 of Directive
2003/71/EC of November 4, 2003, as amended (the "Prospectus Directive").


Application has been made to list and admit to trading the Notes, as of their issue date or as soon as
practicable thereafter, on the regulated market of Euronext in Paris. Euronext Paris is a regulated
market within the meaning of the Directive 2004/39/EC of the European Parliament and of the Council
dated April 21, 2004.
The Notes are expected to be rated BB+ by Standard & Poor's Credit Market Services France SAS
("Standard & Poor's"), Ba1 by Moody's Investors Services Ltd. ("Moody's") and BBB- by Fitch
France S.A.S. ("Fitch France"). Each of Standard & Poor's, Moody's and Fitch France is established
in the European Union ("EU") and is registered under Regulation (EC) No. 1060/2009 (as amended)
(the "CRA Regulation") and is included in the list of credit rating agencies registered in accordance
with the CRA Regulation as of the date of this Prospectus. This list is available on the ESMA website
at www.esma.europa.eu/page/List-registered-and-certified-CRAs. A rating is not a recommendation
to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time.
Investing in the Notes involves certain risks. See "Risk Factors" beginning on page 27 below
for risk factors relevant to an investment in the Notes.
The Notes will be issued in registered form in denominations of US$200,000 and integral multiples of
US$1,000 in excess thereof. Delivery of the Notes will be made on or about August 19, 2015, in
book-entry form only, through the facilities of The Depository Trust Company ("DTC"), for the
accounts of its participants, including Clearstream Banking, société anonyme ("Clearstream,
Luxembourg"), and Euroclear Bank S.A./N.V. ("Euroclear").
The Notes have not been registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act"). Accordingly, the Issuer is offering the Notes only (1) to qualified
institutional buyers ("QIBs") within the meaning of Rule 144A under the Securities Act ("Rule
144A") and (2) outside the United States to non-U.S. persons in reliance on Regulation S under
the Securities Act ("Regulation S"). Prospective purchasers are hereby notified that sellers of
the Notes may be relying on the exemption from the provisions of Section 5 of the Securities
Act provided by Rule 144A.
The Notes are not intended to be sold and should not be sold to retail clients in the EEA, as
defined in the rules set out in the Temporary Marketing Restriction (Contingent Convertible
Securities) Instrument 2014 or the Product Intervention (Contingent Convertible Instruments
and Mutual Society Shares) Instrument 2015 (together, the "MR Rules"), 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 section
headed "Restrictions on marketing and sales to retail investors" on page iv of the Prospectus
for further information.
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).
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 General
Regulations (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.

Sole Bookrunner and Global Coordinator
BNP PARIBAS
Joint Lead Managers
COMMERZBANK Credit Suisse HSBC
Standard Chartered Bank TD Securities UBS Investment Bank UniCredit Bank
Co-Managers
BB Securities
Bradesco BBI
CIBC
Scotiabank
Swedbank AB

The date of this Prospectus is August 13, 2015.
ii


The Issuer is responsible for the information contained and incorporated by reference in this
Prospectus. The Issuer has not authorized anyone to give prospective investors any other
information, and the Issuer takes no responsibility for any other information that others may give to
prospective investors. Prospective investors should carefully evaluate the information provided by the
Issuer in light of the total mix of information available to them, recognizing that the Issuer can provide
no assurance as to the reliability of any information not contained or incorporated by reference in this
Prospectus. The information contained or incorporated by reference in this Prospectus is accurate
only as of the date hereof, regardless of the time of delivery or of any sale of the Notes. It is important
for prospective investors to read and consider all information contained in this Prospectus, including
the documents incorporated by reference herein, in making an investment decision. Prospective
investors should also read and consider the information in the documents to which the Issuer have
referred them under the caption "Documents Incorporated by Reference" in this Prospectus.
This Prospectus has been prepared by the Issuer solely for use in connection with the placement of
the Notes. The Issuer and the Managers reserve the right to reject any offer to purchase for any
reason.
Neither the Securities and Exchange Commission (the "SEC"), any state securities
commission nor any other regulatory authority, has approved or disapproved of the Notes; nor
have any of the foregoing authorities passed upon or endorsed the merits of this offering or
the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal
offense.
The Notes are not insured by the U.S. Federal Deposit Insurance Corporation or any other
governmental deposit insurance agency.
The Notes have not been and will not be registered under the Securities Act or the securities law of
any U.S. state, and may not be offered or sold, directly or indirectly, in the United States of America or
to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act or such state securities
laws. The Notes are being offered and sold only (i) to qualified institutional buyers as defined in Rule
144A, in a transaction exempt from the registration requirements of the Securities Act, and (ii) outside
of the United States of America to non-U.S. persons in reliance upon an exemption from registration
under the Securities Act pursuant to Regulation S.
In addition, until forty (40) calendar days after the commencement of the offering, an offer or sale of
Notes within the United States by a dealer (whether or not it is participating in the offering) may violate
the registration requirements of the Securities Act unless it is made pursuant to Rule 144A.
The distribution of this Prospectus and the offering and sale of the Notes in certain jurisdictions may
be restricted by law. The Issuer and the Managers require persons in whose possession this
Prospectus comes to inform themselves about and to observe any such restrictions. This Prospectus
does not constitute an offer of, or an invitation to purchase, any of the Notes in any jurisdiction in
which such offer or invitation would be unlawful.
The Issuer is offering to sell, and is seeking offers to buy, the Notes only in jurisdictions where offers
and sales are permitted. This Prospectus does not constitute an offer to sell, or a solicitation of an
offer to buy, any Notes by any person in any jurisdiction in which it is unlawful for such person to
make such an offer or solicitation. Neither the delivery of this Prospectus nor any sale made under it
implies that there has been no change in the Issuer's affairs or that the information contained or
incorporated by reference in this Prospectus is correct as of any date after the date of this Prospectus.
Prospective investors must:
· comply with all applicable laws and regulations in force in any jurisdiction in connection with
the possession or distribution of this Prospectus and the purchase, offer or sale of the Notes;
and
· obtain any consent, approval or permission required to be obtained by them for the purchase,
offer or sale by them of the Notes under the laws and regulations applicable to them in force
iii


in any jurisdiction to which they are subject or in which they make such purchases, offers or
sales; and neither the Issuer nor the Managers shall have any responsibility therefor.
By purchasing the Notes, investors will be deemed to have made the acknowledgements,
representations, warranties and agreements described under the heading "Notice to U.S. Investors" in
this Prospectus. Investors should understand that they may be required to bear the financial risks of
their investment for an indefinite period of time.
Restrictions on marketing and sales to retail investors
The Notes discussed in the 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 August 2014, the U.K. Financial Conduct Authority (the "FCA") published the
Temporary Marketing Restriction (Contingent Convertible Securities) Instrument 2014 (the "TMR"),
which took effect on October 1, 2014, and, in June 2015, published the Product Intervention
(Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015, which will replace
the TMR from October 1, 2015 (the "PI").
Under the rules set out in the TMR (as amended or replaced from time to time, the "TMR Rules") and
in the PI (as amended or replaced from time to time, the "PI Rules" and, together with the TMR Rules,
the "MR Rules"):
i.
certain contingent write-down or convertible securities (including any beneficial interests
therein), such as the Notes must not be sold to retail clients in the EEA; and
ii.
until October 1, 2015, nothing may be done that would or might result in the buying of such
securities (or the holding of a beneficial interest in such securities) by a retail client in the EEA
(in each case within the meaning of the TMR Rules) or
iii.
from October 1, 2015, there must not be any communication or approval of an invitation or
inducement to participate in, acquire or underwrite such securities (or the beneficial interest in
such securities) 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 the PI Rules), other than in accordance with the limited exemptions set out in the
applicable MR Rules.
The Managers or their affiliates are required to comply with the applicable MR Rules. 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
1.
it is not a retail client in the EEA (as defined in the applicable MR Rules);

2.
whether or not it is subject to the MR Rules, it will not

(A)
sell or offer the Notes (or any beneficial interest therein) to retail clients in the
EEA or

(B)
either

(x)
until October 1, 2015, do anything (including the distribution of this document)
that would or might result in the buying of the Notes or the holding of a beneficial
interest in the Notes by a retail client in the EEA (in each case within the meaning of
the TMR Rules) or

iv


(y)
from October 1, 2015, communicate (including the distribution of this
document) 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 the PI
Rules),

in any such case other than (i) in relation to any sale or offer to sell Notes (or any beneficial
interests therein) to a retail client in or resident in the United Kingdom, in circumstances that
do not and will not give rise to a contravention of the applicable MR Rules by any person
and/or (ii) in relation to any sale or offer to sell Notes (or any beneficial interests therein) to a
retail client in any EEA member state other than the United Kingdom, where (a) it has
conducted an assessment and concluded that the relevant retail client understands the risks
of an investment in the Notes(or such beneficial interests therein) and is able to bear the
potential losses involved in an investment in the Notes (or such beneficial interests therein)
and (b) it has at all times acted in relation to such sale or offer in compliance with the Markets
in Financial Instruments Directive (2004/39/EC) ("MiFID") to the extent it applies to it or, to the
extent MiFID does not apply to it, in a manner which would be in compliance with MiFID if it
were to apply to it; and

3.
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) any such 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.

Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making or
accepting 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.

Prospective investors acknowledge that they have not relied on the Managers or any person affiliated
with the Managers in connection with their investigation of the accuracy of such information or their
investment decision. In making an investment decision, prospective investors must rely on their own
examination of the Issuer and the terms of this offering, including the merits and risks involved.
The Managers are not making any representation or warranty, express or implied, as to the accuracy
or completeness of the information contained or incorporated by reference in this Prospectus.
Prospective investors should not rely upon the information contained or incorporated by reference in
this Prospectus as a promise or representation by the Managers, whether as to the past or the future.
The Managers assume no responsibility for the accuracy or completeness of such information.
Neither the Managers, nor the Issuer, nor any of their respective representatives, are making any
representation to prospective investors regarding the legality of an investment in the Notes.
Prospective investors should consult with their own advisers as to legal, tax, business, financial and
related aspects of an investment in the Notes. Investors must comply with all laws applicable in any
place in which they buy, offer or sell the Notes or possess or distribute this Prospectus, and they must
obtain all applicable consents and approvals. Neither the Managers nor the Issuer shall have any
responsibility for any of the foregoing legal requirements.
The Issuer and the Managers reserve the right to withdraw this offering at any time before closing, to
reject any offer to purchase, in whole or in part, for any reason, or to sell less than the amount of
Notes offered by this Prospectus.
v


Notwithstanding anything herein to the contrary, investors may disclose to any and all persons,
without limitation of any kind, the U.S. federal or state income tax treatment and tax structure of this
offering and all materials of any kind (including opinions or other tax analyses) that are provided to the
investors relating to such tax treatment and tax structure. However, any information relating to the
U.S. federal income tax treatment or tax structure shall remain confidential (and the foregoing
sentence shall not apply) to the extent reasonably necessary to enable any person to comply with
applicable securities laws. For this purpose, "tax structure" means any facts relevant to the
U.S. federal or state income tax treatment of this offering but does not include information relating to
the identity of the issuer of the Notes, the issuer of any assets underlying the Notes, or any of their
respective affiliates that are offering the Notes.
AVAILABLE INFORMATION
To permit compliance with Rule 144A in connection with sales of the Notes, for as long as any of
the Notes remain outstanding and are "restricted securities" within the meaning of Rule
144(a)(3) under the Securities Act, the Issuer will furnish upon the request of a holder of the
Notes or of a beneficial owner of an interest therein, or to a prospective purchaser of such Notes
or beneficial interests designated by a holder of the Notes or a beneficial owner of an interest
therein to such holder, beneficial owner or prospective purchaser, the information required to be
delivered under Rule 144A(d)(4) under the Securities Act and will otherwise comply with the
requirements of Rule 144A(d)(4) under the Securities Act, if at the time of such request, the
Issuer is not a reporting company under Section 13 or Section 15(d) of the U.S. Securities
Exchange Act of 1934, as amended, (the "Exchange Act"), or exempt from reporting pursuant to
Rule 12g3-2(b) under the Exchange Act.

NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE UNIFORM
SECURITIES ACT ("RSA 421-B") WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT
THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE
OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY
DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER
ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR
A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED
IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN
APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE,
OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY
REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
NOTICE TO PROSPECTIVE INVESTORS
This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the
Managers to subscribe for, or purchase, any Notes.
The Managers have not separately verified the information contained in this Prospectus. None of the
Managers makes any representation, express or implied, or accepts any responsibility, with respect to
the accuracy or completeness of any of the information in this Prospectus. Neither this Prospectus
nor any other financial statements are intended to provide the basis of any credit or other evaluation
and should not be considered as a recommendation by any of the Issuer or the Managers that any
recipient of this Prospectus or any other financial statements should purchase the Notes. Each
potential purchaser of Notes should determine for itself the relevance of the information contained in
this Prospectus and its purchase of Notes should be based upon such investigation as it deems
necessary. None of the Managers undertakes to review the financial condition or affairs of the Issuer
during the life of the arrangements contemplated by this Prospectus nor to advise any investor or
potential investor in the Notes of any information coming to the attention of any of the Managers.
Any investor purchasing the Notes is solely responsible for ensuring that any offer or resale of the
Notes it purchased occurs in compliance with applicable laws and regulations.
vi


In connection with the issue of the Notes, the Manager(s) named as the stabilizing manager(s) (if any)
(the "Stabilizing Manager(s)") (or persons acting on behalf of any Stabilizing Manager(s)) 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 Stabilizing
Manager(s) (or persons acting on behalf of a Stabilizing Manager(s)) will undertake stabilization
action. In connection with any series of Notes listed on a regulated market in the European Union,
any stabilization action may begin on or after the date on which adequate public disclosure of the
terms of the offer of the relevant series of Notes is made and, if begun, may be ended at any time, but
it must end no later than the earlier of thirty (30) calendar days after the issue date of the relevant
series of Notes and sixty (60) calendar days after the date of the allotment of the relevant series of
Notes. Any stabilization action or over-allotment must be conducted by the relevant Stabilizing
Manager(s) (or persons acting on behalf of any Stabilizing Manager(s)) in accordance with all
applicable laws and rules.
This Prospectus is only being distributed to, and is only directed at, persons in the United Kingdom
who are "qualified investors" as defined in Section 86(7) of the Financial Services and Markets Act
2000, as amended (the "FSMA") or otherwise in circumstances which do not require the publication
by the Issuer of a prospectus pursuant to section 85(1) of the FSMA. In the United Kingdom, this
Prospectus is only being distributed to, and is only directed at, and any investment or investment
activity to which this Prospectus relates is available only to, and will be engaged in only with, persons
(i) having professional experience in matters relating to investments who fall within the definition of
"investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the "Order"); or (ii) who are high net worth entities falling within Article
49(2)(a) to (d) of the Order, or other persons to whom it may otherwise be lawfully communicated (all
such persons together being referred to as "relevant persons"). Persons who are not relevant
persons should not take any action on the basis of this Prospectus and should not act or rely on it.
This Prospectus has been prepared on the basis that any offer of the Notes in any Member State of
the European Economic Area (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 the Notes. Accordingly, any person making or
intending to make an offer in that Relevant Member State of the 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 authorized, nor do they authorize, the making of any offer of the Notes in circumstances in which
an obligation arises for the Issuer or any Manager to publish or supplement a prospectus for such
offer.
As used herein, the expression "Prospectus Directive" means Directive 2003/71/EC, as amended.

vii




TABLE OF CONTENTS
PERSON RESPONSIBLE FOR THE INFORMATION CONTAINED IN THE PROSPECTUS .............. 2
LIMITATIONS ON ENFORCEMENT OF CIVIL LIABILITIES ................................................................. 3
FORWARD-LOOKING STATEMENTS ................................................................................................... 4
CERTAIN TERMS USED IN THIS PROSPECTUS ................................................................................ 6
DOCUMENTS INCORPORATED BY REFERENCE .............................................................................. 7
PRESENTATION OF FINANCIAL INFORMATION .............................................................................. 14
EXCHANGE RATE AND CURRENCY INFORMATION ....................................................................... 15
OVERVIEW ........................................................................................................................................... 16
THE OFFERING ................................................................................................................................... 17
SELECTED FINANCIAL INFORMATION ............................................................................................. 23
RISK FACTORS .................................................................................................................................... 27
CAPITALIZATION ................................................................................................................................. 47
USE OF PROCEEDS ............................................................................................................................ 51
REGULATORY CAPITAL RATIOS ....................................................................................................... 52
GOVERNMENT SUPERVISION AND REGULATION OF CREDIT INSTITUTIONS IN FRANCE ...... 54
TERMS AND CONDITIONS OF THE NOTES...................................................................................... 62
FORM OF NOTES, CLEARANCE AND SETTLEMENT ...................................................................... 82
TAXATION ............................................................................................................................................ 86
BENEFIT PLAN INVESTOR CONSIDERATIONS................................................................................ 91
PLAN OF DISTRIBUTION (CONFLICT OF INTEREST) ...................................................................... 92
NOTICE TO U.S. INVESTORS ............................................................................................................. 97
LEGAL MATTERS .............................................................................................................................. 100
STATUTORY AUDITORS ................................................................................................................... 101
GENERAL INFORMATION ................................................................................................................. 102










PERSON RESPONSIBLE FOR THE INFORMATION CONTAINED IN THE PROSPECTUS
I hereby certify, having taken all reasonable care to ensure that such is the case that, to the best of
my knowledge, the information contained in this Prospectus is in accordance with the facts and
contains no omission likely to affect its import.
The consolidated financial statements as of and for the year ended December 31, 2013 of BNP
Paribas were audited by statutory auditors who issued an audit report which is incorporated by
reference in the Prospectus. This report contains an emphasis of matter paragraph (paragraphe
d'observations) referring, inter alia, to note 3.g to the consolidated financial statements regarding the
provision related to US dollar payments involving parties subject to US sanctions.
The consolidated financial statements as of and for the year ended December 31, 2014 of BNP
Paribas were audited by statutory auditors who issued an audit report which is incorporated by
reference in the Prospectus. This report contains an emphasis of matter paragraph (paragraphe
d'observations) referring to note 3.g to the consolidated financial statements which outlines the costs
related to the comprehensive settlement with US authorities.
The consolidated financial statements as of and for the six months ended June 30, 2015 of BNP
Paribas were reviewed by statutory auditors who issued a report which is incorporated by reference in
the Prospectus. This report contains an emphasis of matter paragraph (paragraphe d'observations).

BNP Paribas
16 boulevard des Italiens
75009 Paris
France

Represented by Lars Machenil
in his capacity as Chief Financial Officer
Dated August 12, 2015

In accordance with Articles L.412-1 and L.621-8 of the French Code monétaire et financier and its
General Regulations (Règlement général), in particular Articles 211-1 to 216-1, the AMF has granted
to this Prospectus the visa n°15-449 on August 13, 2015. This Prospectus has been prepared by the
Issuer and its signatories assume responsibility for it. In accordance with Article L.621-8-1-I of the
French Code monétaire et financier, the visa has been granted following an examination by the AMF
of "whether the document is complete and comprehensible, and whether the information in it is
coherent." It does not imply that the AMF has verified the accounting and financial data set out in it
and the appropriateness of the issue of the Notes.


2



LIMITATIONS ON ENFORCEMENT OF CIVIL LIABILITIES
The Issuer is a société anonyme duly organized and existing under the laws of France, and many of
its assets are located in France. Many of its subsidiaries, legal representatives and executive officers
and certain other parties named herein reside in France, and substantially all of the assets of these
persons are located in France. As a result, it may not be possible, or it may be difficult, for a Holder or
beneficial owner of the Notes located outside of France to effect service of process upon the Issuer or
such persons in the home country of the Holder or beneficial owner or to enforce against the Issuer or
such persons judgments obtained in non-French courts, including those judgments predicated upon
the civil liability provisions of the U.S. federal or state securities laws.
3


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