Obligation BNP Paribas SA 3.9% ( XS0996658588 ) en PLN

BNP Paribas SA

100 % ▼

Belgique

XS0996658588 ( en PLN )

3.9% par an ( paiement annuel )

10/01/2019 - Obligation échue

Prospectus brochure de l'obligation BNP Paribas XS0996658588 en PLN 3.9%, échue

5 000 PLN

30 000 000 PLN

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 ( Belgique ) , en PLN, avec le code ISIN XS0996658588, paye un coupon de 3.9% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 10/01/2019

Base Prospectus

BNP PARIBAS FORTIS SA/NV
(INCORPORATED AS A PUBLIC COMPANY WITH LIMITED LIABILITY (SOCIÉTÉ
ANONYME/NAAMLOZE VENNOOTSCHAP) UNDER THE LAWS OF BELGIUM, ENTERPRISE
NO. 0403.199.702, REGISTER OF LEGAL ENTITIES OF BRUSSELS)
AND

BNP PARIBAS FORTIS FUNDING
(INCORPORATED AS A SOCIÉTÉ ANONYME UNDER THE LAWS OF THE GRAND DUCHY OF
LUXEMBOURG
REGISTERED WITH THE REGISTRY OF COMMERCE AND COMPANIES OF LUXEMBOURG
UNDER NO. B24784)
UNCONDITIONALLY AND IRREVOCABLY GUARANTEED BY
BNP PARIBAS FORTIS SA/NV
Euro Medium Term Note Programme
Under this Euro Medium Term Note Programme (the "Programme"), BNP PARIBAS FORTIS SA/NV ("BNPPF") and BNP PARIBAS FORTIS FUNDING ("BP2F" and together with BNPPF, the
"Issuers" and each an "Issuer") may, from time to time, issue Euro Medium Term Notes (the "Notes"), subject to compliance with all relevant laws, regulations and directives and subject to obtaining
any appropriate approval or other consents. Notes issued by BP2F will be guaranteed on a subordinated or unsubordinated basis by BNP Paribas Fortis SA/NV(the "Guarantor").
This base prospectus (the "Base Prospectus") is prepared in connection with the Programme and constitutes two base prospectuses, the BNPPF Base Prospectus and the BP2F Base Prospectus (each
as defined below) and each a base prospectus for the purposes of Article 5.4 of the Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003 on the prospectus to be
published when securities are offered to the public or admitted to trading (which includes the amendments made by Directive 2010/73/EU to the extent that such amendments have been implemented
in a relevant Member State of the European Economic Area) (the "Prospectus Directive"), as revised, supplemented or amended from time to time by the Issuers and the Guarantor, as the case may
be. As a result, Notes issued under the Programme may be offered to the public or/and admitted to trading on a regulated market as more fully described below and subject to the relevant
implementing measures of the Prospectus Directive in the relevant Member State. The term "regulated market" as used herein shall mean a regulated market as defined in Directive 2004/39/EC on
markets in financial instruments.
The BNPPF base prospectus (the "BNPPF Base Prospectus") will comprise this Base Prospectus with the exception of (a) the BP2F Registration Document (as defined in the section entitled
"Information Incorporated by Reference") incorporated by reference herein and information contained in the "Description of the Guarantee" and (b) the audited annual financial statements of BP2F for
the financial years ended 31 December 2011 and 31 December 2012. The BP2F base prospectus (the "BP2F Base Prospectus") will comprise this Base Prospectus.
This Base Prospectus has been approved by the Luxembourg Commission de Surveillance du Secteur Financier (the "CSSF"), which is the Luxembourg competent authority for the purpose of the
Prospectus Directive, as a base prospectus issued in compliance with the Prospectus Directive, the Luxembourg Law dated 10 July 2005 on prospectuses for securities, as amended (the "Prospectus
Act 2005", and any other relevant implementing legislation in Luxembourg for the purpose of giving information with regard to the issue of Notes ("Non-exempt Notes") under the Programme during
the period of twelve months after the date of publication of this Base Prospectus. Consequently Notes issued under the Programme may be offered to the public, in accordance with the requirements of
the Prospectus Directive. The CSSF assumes no responsibility for the economic and financial soundness of the transactions contemplated by this Base Prospectus or the quality or solvency of the
Issuers or the Guarantor in accordance with Article 7(7) of the Prospectus Act 2005.
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 European Economic Area and/or offered
to the public in the European Economic Area 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 CSSF has neither approved nor
reviewed information contained in this Base Prospectus in connection with Exempt Notes.
Application has been made to the Luxembourg Stock Exchange for Notes issued under the Programme to be admitted to listing on the official list (the "Official List") and to trading on the regulated
market of the Luxembourg Stock Exchange (Bourse de Luxembourg) (the "Luxembourg Regulated Market"), the regulated market of NYSE Euronext Amsterdam (the "Amsterdam Regulated
Market") and the regulated market of NYSE Euronext Brussels (the "Brussels Regulated Market") under the Prospectus Directive during the period of 12 months after the date of publication of this
Base Prospectus. The Luxembourg Regulated Market, the Amsterdam Regulated Market and the Brussels Regulated Market are each a regulated market for the purposes of Directive 2004/39/EC.
Application has also been made to the Luxembourg Stock Exchange for Notes issued under the Programme to be admitted to the Official List and admitted to trading on the Euro MTF Market of the
Luxembourg Stock Exchange (the "Euro MTF") during the period of 12 months after the date of publication of this Base Prospectus. Application may also be made for Notes issued under the
Programme to be admitted to trading on either regulated market. The Programme also permits Notes to be issued on the basis that they will not be admitted to listing, trading and/or quotation by any
competent authority, stock exchange and/or quotation system or to be admitted to listing, trading and/or quotation by such other or further listing authorities, stock exchanges and/or quotation systems

as may be agreed with the Issuers. References in this Base Prospectus to Notes being "listed" (and all related references) shall mean that such Notes have been admitted to trading on the Luxembourg
Regulated Market, the Amsterdam Regulated Market, the Brussels Regulated Market or the EuroMTF, as specified in the relevant Final Terms (as defined below).
Notes issued by BP2F under the Programme may be in the form of the new global note, the format for international debt securities which will ensure compliance of the Notes with European Central
Bank ("ECB") Standard 3 eligibility criteria for use as collateral in Eurosystem monetary operations ("Eurosystem eligibility"). Notes issued by BNPPF will not be issued in the form of a new global
note but, being deposited with the National Bank of Belgium or any successor thereto (the "NBB"), are intended to be held in a manner which would allow Eurosystem eligibility. Notes issued by
BNPFF in dematerialised form will be represented by a book-entry in the records of the X/N System (as defined in the Conditions) and are also intended to be held in a manner which would allow
Eurosystem eligibility. Note that the designation that any Notes issued are intended to be held in a manner which would allow Eurosystem eligibility does not necessarily mean that the Notes would be
recognised as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem either upon issue or at any times during their life. Such recognition will depend on
the ECB being satisfied that Eurosystem eligibility criteria have been met.
A general description of the Programme can be found on page 63. The Notes will be issued on a continuous basis. The Notes may bear interest at a fixed or floating rate, on a variable coupon amount
basis linked to the performance of an inflation index, a currency exchange rate or an underlying interest rate or any combination of those or may be issued on a fully discounted basis and not bear
interest, and the amount payable on the redemption of Notes may be fixed or variable. Notes will be issued in series (each a "Series") having one or more issue dates and the same maturity date (if
any), bearing interest (if any) on the same basis and at the same rate and on terms otherwise identical. The length of interest periods, and the rate of interest in respect thereof, may differ from the
length and the rate of interest in respect of subsequent or, as the case may be, preceding interest periods. Each Series may be issued in tranches (each a "Tranche") on different issue dates. The
specific terms of each Tranche will be set forth in a set of final terms to this Base Prospectus which is the final terms document substantially in the relevant form set out in the section entitled "Form of
Final Terms for Non-Exempt Notes" on page 200 which will be completed at the time of the agreement to issue each Tranche of Notes and which will constitute final terms for the purposes of
Article 5.4 of the Prospectus Directive (the "Final Terms") which will be filed with the CSSF. Copies of Final Terms in relation to Notes to be listed on the Luxembourg Stock Exchange will also be
published on the website of the Luxembourg Stock Exchange (www.bourse.lu). In the case of Exempt Notes, notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of
Notes, the issue price of Notes and certain other information which is applicable to each Tranche will be set out in a pricing supplement document (the "Pricing Supplement"). Copies of Pricing
Supplements will be available from the specified office of the Principal Paying Agent (see paragraph 8 of "General Information" on page 273 hereof). Any reference in this Base Prospectus to
"relevant Final Terms" or "applicable Final Terms" will be deemed to include a reference to "relevant Pricing Supplement" or "applicable Pricing Supplement" in relation to Exempt Notes, to the
extent applicable.
The Issuers may redeem the Notes if certain changes in Luxembourg or Belgian taxation law occur or, if the Final Terms issued in respect of any Series so provides, in the circumstances set out in it.
An Issuer and, if applicable, the Guarantor, may agree with any Dealer (as defined below) that Notes may be issued, offered to the public, and/or admitted to trading on a regulated market in a form not
contemplated by the terms and conditions of the Notes described in this Base Prospectus (the "Conditions"), in which event a supplement to the Base Prospectus, or, if appropriate, a Drawdown
Prospectus (as defined below), will be submitted for approval to the relevant competent authority and will be made available.
In the case of a Drawdown Prospectus, each reference in this Base Prospectus to information being specified or identified in the relevant Final Terms shall be read and construed as a reference to such
information being specified or identified in the relevant Drawdown Prospectus unless the context requires otherwise.
Moreover, an investment in Notes issued under the Programme involves certain risks. Prospective investors and purchasers should consider the investment considerations set forth in the section
entitled "Risk Factors" on page 36 as well as the selling restrictions as set out in the section entitled "Plan of Distribution" on page 189.
BP2F's senior unsecured credit ratings are A+ with a negative outlook (Standard & Poor's Credit Market Services France SAS ("Standard & Poor's")), A2 with a stable outlook (Moody's France SAS
("Moody's")) and A+ with a stable outlook (Fitch Ratings Limited ("Fitch")) and BP2F's short-term credit ratings are A-1 (Standard & Poor's), P-1 (Moody's) and F1 (Fitch). BNPPF's long-term
credit ratings are A+ with a negative outlook (Standard & Poor's), A2 with a stable outlook (Moody's) and A+ with a stable outlook (Fitch) and BNPPF's short-term credit ratings are A-1 (Standard &
Poor's), P-1 (Moody's) and F1 (Fitch).
Standard & Poor's credit ratings in respect of the Programme are: (i) A+ ( Senior Unsecured Debt maturing in one year or more), (ii) A-1 (Senior Unsecured Debt maturing in less than one year), (iii)
A- (Subordinated Debt) and (iv) BBB+ (Junior Subordinated Debt). Fitch's credit ratings in respect of the Programme are A+ (long-term senior unsecured) and F1 (short-term senior unsecured).
Moody's credit ratings in respect of the Programme (where BNPPF acts as Issuer) are: (i) A2 (Senior Unsecured), (ii) Baa2 (Subordinated), (iii) Baa3 (Junior Subordinated) and (iv) P-1 (Short-Term).
Moody's credit ratings in respect of the Programme (where BP2F acts as Issuer (guaranteed by BNPPF)) are: (i) A2 (Senior Unsecured), (ii) Baa2 (Senior Subordinated), (iii) Baa2 (Subordinated), (iv)
Baa3 (Junior Subordinated) and (v) P-1 (Short-Term).
An obligor rated `A' by Standard & Poor's has strong capacity to meet its financial commitments but is somewhat more susceptible to the adverse effects of changes in circumstances and economic
conditions than obligors in higher-rated categories. The rating may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories. An obligor
rated A-1 by Standard & Poor's has strong capacity to meet its financial commitments. It is rated in the highest category by Standard & Poor's. A Standard & Poor's "negative" outlook means a
rating may be lowered. A short-term obligation rated `A-1' by Standard & Poor's is rated in the highest category by Standard & Poor's. The obligor's capacity to meet its financial commitment on the
obligation is strong. An obligation rated `A' by Standard & Poor's is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in
higher-rated categories. However, the obligor's capacity to meet its financial commitment on the obligation is still strong. The rating may be modified by the addition of a plus (+) or minus (-) sign to
show relative standing within the major rating categories. An obligation rated `BBB' by Standard & Poor's exhibits adequate protection parameters. However, adverse economic conditions or
changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.

Obligations rated `A' by Moody's are considered upper-medium grade and are subject to low credit risk. Obligations rated `Baa' by Moody's are subject to moderate credit risk. They are considered
medium-grade and as such may possess certain speculative characteristics. Moody's appends numerical modifiers 1, 2, and 3 to each generic rating classification from Aa through Caa. The modifier 1
indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic
rating category. Issuer's (or supporting institutions) rated `P-1' by Moody's have a superior ability to repay short-term debt obligations. A Moody's "stable" outlook means that the rating is not likely
to change.

An "A" rating by Fitch indicates a high credit quality. 'A' ratings by Fitch denote expectations of low default risk with the capacity for payment of financial commitments considered strong. This
capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings. The modifiers "+" or "-" may be appended to a rating by Fitch to denote
relative status within major rating categories. An `F1' rating by Fitch indicates the strongest intrinsic capacity for timely payment of financial commitments. Rating Outlooks applied by Fitch indicate
the direction a rating is likely to move over a one- to two-year period and reflect financial or other trends that have not yet reached the level that would trigger a rating action, but which may do so if
such trends continue. The majority of Fitch outlooks are generally Stable, which is consistent with the historical migration experience of ratings over a one- to two-year period.
Each of Moody's, Standard & Poor's and Fitch is established in the European Union and registered under Regulation (EC) No 1060/2009 (as amended) (the "CRA Regulation"). As such, each of
Moody's, Standard & Poor's and Fitch is included in the list of registered credit rating agencies published by the European Securities and Markets Authority on its website
(http://esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the CRA Regulation. Nevertheless, some Tranches of Notes issued under the Programme may be assigned a
specific rating that will not necessarily be the same as the rating assigned to the Programme or may not receive any credit rating. Where a Tranche of Notes is rated, such rating will be disclosed in the
Final Terms. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the relevant assigning rating agency
Please also refer to "Credit ratings assigned to the Issuers, Guarantor or any Notes associated with an investment in those Notes may not reflect all risks" in the Risk Factors section of this Base
Prospectus.
The CSSF has been requested to provide the Belgian Financial Services and Markets Authority (the "Belgian FSMA"), the Dutch Autoriteit Financiële Markten ("AFM"), the French Autorité des
marchés financiers ("AMF"), the Austrian Österreichische Finanzmarktaufsicht ("FMA") and the German Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin") (in their respective capacities as
the relevant host Member States' (as defined below) competent authority for the purposes of the Prospectus Directive) with a certificate of approval attesting that the Base Prospectus has been drawn
up in accordance with the Prospectus Directive.
The CSSF may be requested, from time to time, to provide certificates of approval attesting that the Base Prospectus has been drawn up in accordance with the Prospectus Directive to the competent
authorities (for the purposes of the Prospectus Directive) of other European Economic Area Member States.
The Notes will be offered by the Issuers through BNP Paribas Fortis SA/NV (the "Dealer", which expression shall include any additional dealers appointed under this Programme from time to time,
for a specific Tranche of Notes or on an ongoing basis, and details of which in relation to each Tranche will be set forth in the relevant Final Terms). The Issuers or the Dealers may reject any offer as
a whole or, subject to the terms of such offer, in part. Dealers may also purchase Notes on their own behalf. An issue of Notes may also be underwritten by two or more Dealers on a several basis
only or on a joint and several basis. For further details, please refer to the section entitled "Plan of Distribution" on page 189.
Each Tranche of Notes issued by BP2F in bearer form will, unless otherwise provided on the Final Terms, initially be represented by a temporary global Note which will be deposited on the issue date
with (i) a common depositary or a common safekeeper (as the case may be) on behalf of Euroclear Bank S.A./N.V., ("Euroclear") and/or Clearstream Banking, société anonyme, Luxembourg

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("Clearstream, Luxembourg") and/or any other Relevant Clearing System (as defined below). Interests in temporary global Notes will be exchangeable for interests in permanent global Notes
(together with any temporary global Note, the "Global Notes") or, if so provided in the relevant temporary Global Note, for definitive Notes in bearer or registered form after the date falling 40 days
after the completion of distribution of the relevant Tranche upon certification as to non-U.S. beneficial ownership in the manner and upon compliance with the procedures described under "Summary
of Provisions relating to Global Notes". Interests in a permanent Global Note will be exchangeable for definitive Notes in bearer form or registered form, in each case as described in the section
entitled "Summary of Provisions relating to Global Notes and Certain Provisions with Respect to Dematerialised Notes" on page 146.
In the case of Notes issued by BNPPF and if so provided in the relevant Final Terms, the Notes will be represented by a permanent Global Note which will be deposited on or about the issue date with
the NBB as operator of the X/N System (as defined in the Conditions) or its custodian. The Notes issued by BNPPF may also be issued in dematerialised form in accordance with the Belgian
Company Code ("Dematerialised Notes"). Dematerialised Notes cannot be physically delivered and will be represented exclusively by book entries in the records of the X/N System (as defined in the
Conditions).
In the case of Junior Subordinated Notes (as defined in the Conditions) issued by BP2F only, payments of principal and interest are conditional upon the Guarantor being solvent at the time of payment
and in the event of the winding-up of the BP2F, the Guarantor shall become the principal debtor and the holders of the relevant Notes shall cease to have any rights or claims against BP2F, as more
fully described in the section entitled "Terms and Conditions of the Notes Status and Guarantee" and "Terms and Conditions of the Notes Events of Default".
The Notes and Guarantees have not been and will not be registered under the United States Securities Act of 1933, as amended, and include Notes in bearer form that are subject to U.S. tax law
requirements. Subject to certain exceptions, Notes may not be offered, sold or delivered within the United States or for the account or benefit of to U.S. persons.
Arranger and Dealer for the Programme
BNP PARIBAS FORTIS SA/NV
This Base Prospectus is dated 14 June 2013

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Any Notes issued under the Programme are issued subject to the provisions set out herein. This does not
affect any Notes already issued or any Notes issued after the date of this Base Prospectus and forming a
single Series with Notes issued prior to the date of this Base Prospectus. This Base Prospectus should be
read in conjunction with any supplement hereto and any other documents or information incorporated
herein by reference (see "Documents Incorporated by Reference") and, in relation to any Tranche of Notes
which is subject to Final Terms, must be read and construed together with the relevant Final Terms.
Responsibility Statement
This Base Prospectus has been prepared for the purpose of giving information with regard to the Issuers, the
Guarantor, their respective subsidiaries (if any) and the Notes.
Each of the Issuers and the Guarantor accepts responsibility for the information contained in this Base
Prospectus and the Final Terms for each Tranche of Notes issued under the Programme. To the best of the
knowledge of each Issuer and the Guarantor (each having taken all reasonable care to ensure that such is
the case) the information contained in this Base Prospectus is in accordance with the facts and contains no
omission likely to affect its import.
Notice
Each Tranche (as defined herein) of Notes will be issued on the terms set out herein in the section entitled
"Terms and Conditions of the Notes" (the "Conditions") as (i) completed by a document specific to such
Tranche called Final Terms or (ii) completed and/or supplemented in a separate prospectus specific to such
Tranche (the "Drawdown Prospectus") as described in the section entitled "Final Terms and Drawdown
Prospectus" below. In the case of a Tranche of Notes which is the subject of a Drawdown Prospectus, each
reference in this Base Prospectus to information being specified or identified in the relevant Final Terms
shall be read and construed as a reference to such information being specified or identified in the relevant
Drawdown Prospectus unless the context requires otherwise.
This Base Prospectus should be read and construed with any supplement hereto and with any other
documents or information incorporated by reference herein (see "Documents Incorporated by Reference")
and in relation to any Tranche (as defined herein) of Notes which is the subject of Final Terms, must be read
and construed together with the relevant Final Terms. Websites and url references referred to herein do not
form part of the Base Prospectus.
Neither of the Issuers nor the Guarantor have authorised the making or provision of any representation or
information regarding the Issuers, the Guarantor or the Notes other than as contained or incorporated by
reference in this Base Prospectus or any Final Terms or as approved for such purpose by the Issuers or the
Guarantor. Any such representation or information should not be relied upon as having been authorised by
the Issuers, the Guarantor or any Dealer.
Neither the delivery of this Base Prospectus or any Final Terms nor the offering, sale or delivery of any Note
shall, in any circumstances, create any implication that the information contained in this Base Prospectus is
true subsequent to the date hereof or the date upon which this Base Prospectus has been most recently
supplemented or that there has been no adverse change or any event reasonably likely to involve any
adverse change in the prospects or financial or trading position of the Issuers or the Guarantor since the
date thereof or, if later, the date upon which this Base Prospectus has been most recently supplemented, or
that any other information supplied in connection with the Programme is correct at any time subsequent to
the date on which it is supplied, or if different, the date indicated on the same.
The distribution of this Base Prospectus and the offering or sale of Notes in certain jurisdictions may be
restricted by law. Persons into whose possession this Base Prospectus comes are required by the Issuers,
the Guarantor and the Dealers to inform themselves about and to observe any such restrictions. The Notes

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and Guarantees have not been and will not be registered under the United States Securities Act of 1933, as
amended, and include Notes in bearer form that are subject to U.S. tax law requirements. Subject to certain
exceptions, Notes may not be offered, sold or delivered within the United States or for the account or benefit
of to U.S. persons. For a description of certain restrictions on offers and sales of Notes and on distribution
of this Base Prospectus please refer to the section entitled "Plan of Distribution" of this Base Prospectus.
Neither this Base Prospectus nor any Final Terms constitutes an offer of, or an invitation by or on behalf of
the Issuer, the Guarantor or the Dealers to subscribe for or purchase, any Notes and should not be
considered as a recommendation by the Issuers, the Guarantor, the Dealers or any of them that the recipient
of this Base Prospectus or any Final Terms should subscribe for or purchase any Notes. Each recipient of
this Base Prospectus or any Final Terms shall be taken to have made its own investigation and appraisal of
the condition (financial or otherwise) of the Issuers and the Guarantor.
Neither the Dealers nor any of their respective affiliates have authorised the whole or any part of this Base
Prospectus, nor separately verified all the information contained or incorporated by reference in this Base
Prospectus and none of them makes any representation, warranty or undertaking, express or implied, or
accepts any responsibility or liability, with respect to the accuracy or completeness of any of the information
(including that incorporated by reference) in this Base Prospectus. Neither this Base Prospectus nor any
other financial statements incorporated by reference are intended to provide the basis of any credit or other
evaluation and should not be considered as a recommendation by the Issuers, the Guarantor or any of the
Dealers that any recipient of this Base Prospectus or any other financial statements incorporated by
reference should purchase the Notes. Each potential purchaser of Notes should determine for itself the
relevance of the information contained or incorporated by reference in this Base Prospectus and in the
relevant Final Terms, and its purchase of Notes should be based upon such investigation as it deems
necessary. None of the Dealers undertakes to review the financial condition or affairs of the Issuers or the
Guarantor during the life of the arrangements contemplated by this Base Prospectus nor to advise any
investor or potential investor in the Notes of any information (including that incorporated by reference)
coming to the attention of any of the Dealers.
The stabilising manager, named in the relevant Final Terms, (the "Stabilising Manager") shall comply with
all relevant laws, regulations and directives. References in the next paragraph to "this issue" are to each
Series in relation to which a Stabilising Manager is appointed.
In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) named as the
Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in the applicable
Final Terms may over-allot Notes (provided that, in the case of any Tranche of Notes to be admitted to
listing on the official list and to trading on the Luxembourg Regulated Market and/or any other regulated
market as defined in Directive 2004/39/EC, the aggregate principal amount of Notes allotted does not
exceed 105 per cent. of the aggregate principal amount of the relevant Tranche) or effect transactions
with a view to supporting the market price of the Notes at a level higher than that which might otherwise
prevail. However, there is no assurance that the Stabilising Manager(s) (or persons acting on behalf of a
Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin on or after
the date on which adequate public disclosure of the terms of the offer of the relevant Tranche of Notes is
made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the
issue date of the relevant Tranche of Notes and 60 days after the date of the allotment of the relevant
Tranche of Notes. Any stabilisation action or over-allotment shall be conducted in accordance with all
applicable laws and rules.
Investors should consult the Issuers should they require a copy of the 2006 ISDA Definitions.
In this Base Prospectus, references to a "Member State" are references to a Member State of the European
Economic Area, references to "EUR", "euro" or "" refer to the currency introduced at the start of the third
stage of European economic and monetary union pursuant to the Treaty on the Functioning of the European
Union, as amended, references to "GBP" or "£" refer to Sterling, the lawful currency of the United

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Kingdom, references to "dollars", "U.S. dollars", "U.S.$", "USD" or "$" refer to United States dollars,
references to "Japanese Yen", "Yen", "JPY" and "¥" refer to the lawful currency of Japan, references to
"Swiss Francs" and "CHF" refer to the lawful currency of Switzerland, references to "Roubles" refer to the
lawful currency of the Russian Federation, references to "S$" refer to the lawful currency of Singapore, and
references to "billions" are to thousand millions.
IMPORTANT INFORMATION RELATING TO NON-EXEMPT OFFERS OF NOTES
Restrictions on Non-exempt offers of Notes in Relevant Member States
Certain Tranches of Notes with a denomination of less than 100,000 (or its equivalent in any other
currency) may be offered in circumstances where there is no exemption from the obligation under the
Prospectus Directive to publish a prospectus. Any such offer is referred to as a "Non-exempt Offer". This
Base Prospectus has been prepared on a basis that permits Non-exempt Offers of Notes. However, any
person making or intending to make a Non-exempt Offer of Notes in any Member State of the European
Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State") may
only do so if this Base Prospectus has been approved by the competent authority in that Relevant Member
State (or, where appropriate, approved in another Relevant Member State and notified to the competent
authority in that Relevant Member State) and published in accordance with the Prospectus Directive,
provided that the Issuer has consented to the use of this Base Prospectus in connection with such offer as
provided under "Consent given in accordance with Article 3.2 of the Prospectus Directive (Retail
Cascades)" and the conditions attached to that consent are complied with by the person making the Non-
exempt Offer of such Notes.
Save as provided above, none of the Issuers, the Guarantor and any Dealer have authorised, nor do they
authorise, the making of any Non-exempt Offer of Notes in circumstances in which an obligation arises for
the Issuer or any Dealer to publish or supplement a prospectus for such offer.
Consent given in accordance with Article 3.2 of the Prospectus Directive (Retail Cascades)
In the context of a Non-exempt Offer of such Notes, each of the Issuers and the Guarantor accept
responsibility, in the jurisdictions to which the consent to use the Base Prospectus extends, for the content of
this Base Prospectus under Article 6 of the Prospectus Directive in relation to any person (an "Investor")
who purchases any Notes in a Non-exempt Offer made by any person to whom the relevant Issuer has given
consent to the use of this Base Prospectus (an "Authorised Offeror") in that connection, provided that the
conditions attached to that consent are complied with by the Authorised Offeror. The consent and conditions
attached to it are set out under "Consent" and "Common Conditions to Consent" below.
None of the Issuers, the Guarantor or any Dealer makes any representation as to the compliance by an
Authorised Offeror with any applicable conduct of business rules or other applicable regulatory or securities
law requirements in relation to any Non-exempt Offer and none of the Issuers, the Guarantor nor any Dealer
has any responsibility or liability for the actions of that Authorised Offeror.
Except in circumstances set out in the following paragraphs, none of the Issuers, the Guarantor or any
Dealer has authorised the making of any Non-exempt Offer by any offeror and no Issuer has not
consented to the use of this Base Prospectus by any other person in connection with any Non-exempt
Offer of Notes. Any Non-exempt Offer made without the consent of the relevant Issuer is
unauthorised and none of the relevant Issuer, the Guarantor (where applicable) and any Dealer
accepts any responsibility or liability for the actions of the persons making any such unauthorised
offer. If, in the context of a Non-exempt Offer, an Investor is offered Notes by a person which is not an
Authorised Offeror, the Investor should check with that person whether anyone is responsible for this Base
Prospectus for the purposes of Article 6 of the Prospectus Directive in the context of the Non-Exempt Offer
and, if so, who that person is. If the Investor is in any doubt about whether it can rely on this Base
Prospectus and/or who is responsible for its contents it should take legal advice.

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Consent
In connection with each Tranche of Notes and subject to the conditions set out below under "Common
Conditions to Consent":
(a)
the Issuer consents to the use of this Base Prospectus (as supplemented as at the relevant time, if
applicable) in connection with a Non-exempt Offer of such Notes during the relevant Offer Period
stated in the applicable Final Terms by the relevant Dealer and by:
(i)
any financial intermediary named as an Initial Authorised Offeror in the applicable Final
Terms; and
(ii)
any financial intermediary appointed after the date of the applicable Final Terms and whose
name is published on www.bnpparibasfortis.be in respect of the relevant Issuer and
identified as an Authorised Offeror in respect of the relevant Non-exempt Offer;
(b)
if (and only if) Part B of the applicable Final Terms specifies "General Consent" as "Applicable", the
relevant Issuer hereby offers to grant its consent to the use of this Base Prospectus (as supplemented
as at the relevant time, if applicable) in connection with a Non-exempt Offer of Notes during the
relevant Offer Period stated in the applicable Final Terms by any financial intermediary which
satisfies the following conditions:
(i)
it is authorised to make such offers under applicable legislation implementing the Markets in
Financial Instruments Directive (Directive 2004/39/EC); and
(ii)
it accepts the Issuer's offer to grant consent to the use of this Base Prospectus by publishing
on its website the following statement (with the information in square brackets completed
with the relevant information):
"We, [insert legal name of financial intermediary], refer to the [insert title of relevant Notes] (the "Notes")
described in the Final Terms dated [insert date] (the "Final Terms") published by [ ] (the
"Issuer"). We hereby accept the offer by the Issuer of its consent to our use of the Base Prospectus (as
defined in the Final Terms) in connection with the offer of the Notes in accordance with the Authorised
Offeror Terms and subject to the conditions to such consent, each as specified in the Base Prospectus, and
we are using the Base Prospectus accordingly."
The "Authorised Offeror Terms", being the terms to which the relevant financial intermediary agrees in
connection with using the Base Prospectus, are that the relevant financial intermediary:
(a)
will, and it agrees, represents, warrants and undertakes for the benefit of the relevant Issuer, the
Guarantor (where applicable) and the relevant Dealer that it will, at all times in connection with the
relevant Non-exempt Offer:
(i)
act in accordance with, and be solely responsible for complying with, all applicable laws,
rules, regulations and guidance of any applicable regulatory bodies (the "Rules") from time
to time including, without limitation and in each case, Rules relating to both the
appropriateness or suitability of any investment in the Notes by any person and disclosure to
any potential Investor, and will immediately inform the relevant Issuer, the Guarantor
(where applicable) and the relevant Dealer if at any time such financial intermediary
becomes aware or suspects that it is or may be in violation of any Rules and take all
appropriate steps to remedy such violation and comply with such Rules in all respects;
(ii)
comply with the restrictions set out under "Plan of Distribution" in this Base Prospectus ;

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(iii)
ensure that any fee (and any other commissions or benefits of any kind) received or paid by
that financial intermediary in relation to the offer or sale of the Notes does not violate the
Rules and, to the extent required by the Rules, is fully and clearly disclosed to Investors or
potential Investors;
(iv)
hold all licences, consents, approvals and permissions required in connection with
solicitation of interest in, or offers or sales of, the Notes under the Rules;
(v)
comply with applicable anti-money laundering, anti-bribery, anti-corruption and "know your
client" Rules (including, without limitation, taking appropriate steps, in compliance with
such Rules, to establish and document the identity of each potential Investor prior to initial
investment in any Notes by the Investor), and will not permit any application for Notes in
circumstances where the financial intermediary has any suspicions as to the source of the
application monies;
(vi)
retain Investor identification records for at least the minimum period required under
applicable Rules, and shall, if so requested, make such records available to the relevant
Dealer, the relevant Issuer and the Guarantor (where applicable) or directly to the
appropriate authorities with jurisdiction over the relevant Issuer, the Guarantor (where
applicable) and/or the relevant Dealer in order to enable such Issuer, the Guarantor (where
applicable) and/or the relevant Dealer to comply with anti-money laundering, anti-bribery,
anti-corruption and "know your client" Rules applying to the relevant Issuer, the Guarantor
(where applicable) and/or the relevant Dealer;
(vii)
ensure that no holder of Notes or potential Investor in Notes shall become an indirect or
direct client of the relevant Issuer, the Guarantor (where applicable) or the relevant Dealer
for the purposes of any applicable Rules from time to time, and to the extent that any client
obligations are created by the relevant financial intermediary under any applicable Rules,
then such financial intermediary shall perform any such obligations so arising;
(viii) co-operate with the relevant Issuer, the Guarantor (where applicable) and the relevant Dealer
in providing such information (including, without limitation, documents and records
maintained pursuant to paragraph (vi) above) upon written request from such Issuer, the
Guarantor (where applicable) or the relevant Dealer as is available to such financial
intermediary or which is within its power and control from time to time, together with such
further assistance as is reasonably requested by such Issuer, the Guarantor (where
applicable) or the relevant Dealer:
(A)
in connection with any request or investigation by any regulator in relation to the
Notes, the relevant Issuer, the Guarantor (where applicable) or the relevant Dealer;
and/or
(B)
in connection with any complaints received by the relevant Issuer, the Guarantor
(where applicable) and/or the relevant Dealer relating to the relevant Issuer, the
Guarantor (where applicable) and/or the relevant Dealer or another Authorised
Offeror including, without limitation, complaints as defined in rules published by
any regulator of competent jurisdiction from time to time; and/or
(C)
which the relevant Issuer, the Guarantor (where applicable) or the relevant Dealer
may reasonably require from time to time in relation to the Notes and/or as to allow
such Issuer, the Guarantor (where applicable) or the relevant Dealer fully to comply
with its own legal, tax and regulatory requirements,

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in each case, as soon as is reasonably practicable and, in any event, within any time frame
set by any such regulator or regulatory process;
(ix)
during the period of the initial offering of the Notes: (A) only sell the Notes at the Issue
Price specified in the applicable Final Terms (unless otherwise agreed with the relevant
Dealer); (B) only sell the Notes for settlement on the Issue Date specified in the relevant
Final Terms; (C) not appoint any sub-distributors (unless otherwise agreed with the relevant
Dealer); (D) not pay any fee or remuneration or commissions or benefits to any third parties
in relation to the offering or sale of the Notes (unless otherwise agreed with the relevant
Dealer); and (E) comply with such other rules of conduct as may be reasonably required and
specified by the relevant Dealer;
(x)
either (A) obtain from each potential Investor an executed application for the Notes, or (B)
keep a record of all requests such financial intermediary (x) makes for its discretionary
management clients, (y) receives from its advisory clients and (z) receives from its
execution-only clients, in each case prior to making any order for the Notes on their behalf,
and in each case maintain the same on its files for so long as is required by any applicable
Rules;
(xi)
ensure that it does not, directly or indirectly, cause the relevant Issuer, the Guarantor (where
applicable) or the relevant Dealer to breach any Rule or subject such Issuer, the Guarantor
(where applicable) or the relevant Dealer to any requirement to obtain or make any filing,
authorisation or consent in any jurisdiction;
(xii)
ensure that Investors understand the risks associated with an investment in the Notes;
(xiii) comply with the conditions to the consent referred to under "Common conditions to consent"
below and any further requirements relevant to the Non-exempt Offer as specified in the
applicable Final Terms;
(xiv) make available to each potential Investor in the Notes the Base Prospectus (as supplemented
as at the relevant time, if applicable), the applicable Final Terms and any applicable
information booklet provided by the relevant Issuer for such purpose, and not convey or
publish any information that is not contained in or entirely consistent with the Base
Prospectus and the applicable Final Terms; and
(xv)
if it conveys or publishes any communication (other than the Base Prospectus or any other
materials provided to such financial intermediary by or on behalf of the relevant Issuer for
the purposes of the relevant Non-exempt Offer) in connection with the relevant Non-exempt
Offer, it will ensure that such communication (A) is fair, clear and not misleading and
complies with the Rules, (B) states that such financial intermediary has provided such
communication independently of the relevant Issuer, that such financial intermediary is
solely responsible for such communication and that none of the relevant Issuer, the
Guarantor (where applicable) and the relevant Dealer accepts any responsibility for such
communication and (C) does not, without the prior written consent of the relevant Issuer, the
Guarantor (where applicable) or the relevant Dealer (as applicable), use the legal or publicity
names of the relevant Issuer, the Guarantor (where applicable) or the relevant Dealer or any
other name, brand or logo registered by an entity within their respective groups or any
material over which any such entity retains a proprietary interest, except to describe the
relevant Issuer as issuer of the relevant Notes and the Guarantor (where applicable) as the
guarantor of the relevant Notes on the basis set out in the Base Prospectus;
(b)
agrees and undertakes to indemnify each of the relevant Issuer, the Guarantor (where applicable) and
the relevant Dealer (in each case on behalf of such entity and its respective directors, officers,

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employees, agents, affiliates and controlling persons) against any losses, liabilities, costs, claims,
charges, expenses, actions or demands (including reasonable costs of investigation and any defence
raised thereto and counsel's fees and disbursements associated with any such investigation or
defence) which any of them may incur or which may be made against any of them arising out of or
in relation to, or in connection with, any breach of any of the foregoing agreements, representations,
warranties or undertakings by such financial intermediary, including (without limitation) any
unauthorised action by such financial intermediary or failure by such financial intermediary to
observe any of the above restrictions or requirements or the making by such financial intermediary
of any unauthorised representation or the giving or use by it of any information which has not been
authorised for such purposes by the relevant Issuer, the Guarantor (where applicable) or the relevant
Dealer; and
(c)
agrees and accepts that:
(i)
the contract between the relevant Issuer and the financial intermediary formed upon
acceptance by the financial intermediary of the relevant Issuer's offer to use the Base
Prospectus with its consent in connection with the relevant Non-exempt Offer
(the "Authorised Offeror Contract"), and any non-contractual obligations arising out of or
in connection with the Authorised Offeror Contract, shall be governed by, and construed in
accordance with, English law;
(ii)
subject to (c)(iv) below, the English courts have jurisdiction to settle any dispute arising out
of or in connection with the Authorised Offeror Contract (including any dispute relating to
any non-contractual obligations arising out of or in connection with the Authorised Offeror
Contract) (a "Dispute") and the relevant Issuer and the financial intermediary submit to the
exclusive jurisdiction of the English courts;
(iii)
for the purposes of (c)(ii) and (c)(iv), the financial intermediary waives any objection to the
English courts on the grounds that they are an inconvenient or inappropriate forum to settle
any dispute;
(iv)
the Guarantor and each relevant Dealer will, pursuant to the Contracts (Rights of Third
Parties) Act 1999, be entitled to enforce those provisions of the Authorised Offeror Contract
which are, or are expressed to be, for their benefit, including the agreements,
representations, warranties, undertakings and indemnity given by the financial intermediary
pursuant to the Authorised Offeror Terms.
Any financial intermediary who is an Authorised Offeror falling within (b) above who meets all of the
conditions set out in (b) and the other conditions stated in "Common Conditions to Consent" below and
who wishes to use this Base Prospectus in connection with a Non-exempt Offer is required, for the
duration of the relevant Offer Period, to publish on its website the statement (duly completed)
specified at paragraph (b)(ii) above.
Common Conditions to Consent
The conditions to the relevant Issuer's consent to the use of this Base Prospectus in the context of the
relevant Non-exempt Offer are (in addition to the conditions described in paragraph (b) above if Part B of the
applicable Final Terms specifies "General Consent" as "Applicable") that such consent:
(a)
is only valid during the Offer Period specified in the applicable Final Terms;
(b)
only extends to the use of this Base Prospectus to make Non-exempt Offers of the relevant Tranche
of Notes in Austria, Belgium, France, Germany, Luxembourg and/or the Netherlands, as specified in
the applicable Final Terms; and

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