Obligation BNP Paribas SA 4.7% ( XS1049771626 ) en AUD

BNP Paribas SA

100 % ▼

Belgique

XS1049771626 ( en AUD )

4.7% par an ( paiement annuel )

13/05/2019 - Obligation échue

Prospectus brochure de l'obligation BNP Paribas XS1049771626 en AUD 4.7%, échue

2 000 AUD

15 000 000 AUD

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'analyse de l'obligation XS1049771626, émise par BNP Paribas, révèle une structure d'investissement standard pour une entité bancaire majeure. BNP Paribas, un leader européen et mondial des services bancaires et financiers, opère à travers divers segments de marché et juridictions, consolidant sa position parmi les institutions financières les plus solides au monde, avec une présence globale dans 65 pays. Cette obligation spécifique, libellée en dollars australiens (AUD), proposait un taux d'intérêt nominal fixe de 4,7%, avec des paiements de coupons annuels, reflétant le rendement offert aux investisseurs. Émise depuis la Belgique, cette opération représentait une taille totale d'émission de 15 millions AUD, avec une taille minimale d'achat fixée à 2 000 AUD, permettant l'accès à un éventail d'investisseurs. Cependant, le point le plus crucial concernant cet instrument est sa maturité: l'obligation est arrivée à échéance le 13 mai 2019 et a été intégralement remboursée à sa valeur nominale de 100%, signifiant que les détenteurs ont récupéré leur capital initial, clôturant ainsi le cycle de vie de cet actif financier.

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 - LEGAL ENTITY
IDENTIFIER: KGCEPHLVVKVRZYO1T647)
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 - LEGAL ENTITY IDENTIFIER:
549300J2UEC8CUFW6083)
UNCONDITIONALLY AND IRREVOCABLY GUARANTEED BY
BNP PARIBAS FORTIS SA/NV
Euro Medium Term Note Programme

Arranger and Dealer for the Programme
BNP PARIBAS FORTIS SA/NV
This Base Prospectus is dated 1 June 2022

ABOUT THIS BASE PROSPECTUS
The following applies to Non-exempt Notes only.
What is this document?
This document (the "Base Prospectus") describes a programme for the issue of debt securities named the Euro
Medium Term Note Programme (the "Programme") under which 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 notes (the "Notes"). This Base Prospectus supersedes and replaces in its entirety the
Base Prospectus dated 3 June 2021.
This Base Prospectus has been published by BP2F and BNPPF to allow them to offer Notes to the public in
certain jurisdictions in Europe and/or to list Notes on a EU regulated market. As more fully described below,
the content of this Base Prospectus is subject to the Prospectus Regulation (EU) 2017/1129.
The Notes will be issued on an ongoing basis and in series (each a "Series") each comprised of tranche(s)
(each a "Tranche") of Notes (a) that are expressed to be consolidated and form a single series and (b) that
have either the same terms and conditions or terms and conditions that are the same in all respects apart from
the amount and date of the first interest payment and the date from which interest starts to accrue. The Issuers
will offer Notes through BNP Paribas Fortis SA/NV (as a Dealer). Additional dealers may be appointed under
the Programme from time to time, for a specific Tranche of Notes or on an ongoing basis. The details of the
relevant Dealer(s) relating to a specific Tranche of Notes will be given in the relevant Final Terms (as defined
below). For further details, see the section entitled "Plan of Distribution" starting on page 158. The terms and
conditions of the Notes (including the issue price, specified currency and the denomination) will be as agreed
between the relevant Issuer and the relevant Dealer(s).
Notes issued by BP2F will be guaranteed on a subordinated or unsubordinated basis by BNP Paribas Fortis
SA/NV (the "Guarantor").
You should read and understand fully the contents of this Base Prospectus, including any documents
incorporated by reference, together with the applicable Final Terms before deciding whether to invest in any
Notes. This document contains important information about the Issuers, the Guarantor and the terms of the
Notes and the Guarantees. It also describes some of the risks relating to the Issuers and the Guarantor and their
businesses, as well as other risks relating to an investment in the Notes (as further described in the section
entitled "Risk Factors" starting on page 32) and is intended to provide investors with the information necessary
to enable them to make an informed investment decision before purchasing any Notes.
This Base Prospectus is valid for one year from the date hereof and may be supplemented occasionally to
reflect any significant new factor, material mistake or material inaccuracy relating to the information included
in it.
What type of Notes does this Base Prospectus relate to?
This Base Prospectus relates to the issue of different types of Notes:
1.
Senior Notes, which constitute direct, unconditional, unsubordinated and unsecured obligations of
BP2F;
2.
Senior Preferred Notes, which constitute direct, unconditional, senior and unsecured
(chirografaire/chirographaires) obligations of BNPPF;

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3.
Senior Non-Preferred Notes, which constitute direct, unconditional, senior and unsecured
(chirografaire/chirographaires) obligations of BNPPF; and
4.
Subordinated Tier 2 Notes, which constitute direct, unconditional and unsecured obligations of the
relevant Issuer.
Any such issue of Notes may be:
1.
Fixed Rate Notes, on which the relevant Issuer will pay interest at a fixed rate;
2.
Floating Rate Notes, on which the relevant Issuer will pay interest at a floating rate;
3.
Zero Coupon Notes, which are issued at a discount and which do not pay interest;
4.
Variable Rate Notes, interest in respect of which is linked to the performance of one or more indices,
currency exchange rates, underlying reference rates or formulae;
5.
Fixed Redemption Amount Notes, which are redeemable at par or at a premium or discount to par; or
6.
Variable Redemption Amount Notes, the redemption amounts in respect of which are linked to the
performance of one or more indices, currency exchange rates, underlying reference rates or formulae.
Notes may also be issued which are a combination of these options.
How do I use this Base Prospectus?
The Prospectus Regulation requires that the Base Prospectus contains all material information which is
necessary to enable investors to make an informed assessment of (a) the assets and liabilities, profits and losses,
financial position and prospects of the Issuers and (where applicable) the Guarantor, (b) the rights attaching
generally to Notes issued under the Programme and (c) the reasons for the issuance of the Notes and the impact
of such issuance on the relevant Issuer. The information in the Base Prospectus is completed, in respect of a
particular Tranche of Non-exempt Notes, by a Final Terms document setting out details specific to that
Tranche. A summary of the terms of the relevant Tranche will be attached to the relevant Final Terms where
the Notes have a denomination of less than EUR100,000 (or the equivalent in any other currency) (unless such
Notes are to be admitted to trading only on a regulated market, or a specific segment of a regulated market, to
which only qualified investors have access). Information in the Base Prospectus is completed, supplemented,
modified or replaced, in respect of a particular issue of Exempt Notes, by a Pricing Supplement document (as
defined below) that sets out details specific to that Tranche. References in this Base Prospectus to Pricing
Supplements do not apply and may be disregarded in relation to Non-exempt Notes.
The contractual terms of a particular Tranche of Notes will comprise the terms and conditions set out under
the heading "Terms and Conditions of the Notes" starting on page 200 of this Base Prospectus (the
"Conditions") and the provisions of any Global Note as set out under the heading "Summary of Provisions
Relating to Global Notes and Certain Provisions with Respect to Dematerialised Notes" starting on page 336
of this Base Prospectus, as completed by the applicable Final Terms (the Conditions, the provisions of any
relevant Global Note together with the relevant Final Terms, the "Terms and Conditions").
This Base Prospectus includes information that is relevant to all types of Notes that may be issued under the
Programme. However, some of the sections only relate to particular types of Notes, as indicated therein, and
the Conditions set out in the Base Prospectus comprise numbered provisions including generic provisions that
are applicable to Notes generally and optional provisions which apply only to specific types of Notes, as
specified in the applicable Final Terms.

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Part 1 of the Conditions:
The following provisions within Part 1 of the Conditions (together with the introductory paragraphs which
appear before Condition 1) apply to Notes generally:
Condition 8 (Prescription)
Condition 10 (Meeting of Noteholders, Modifications, Substitution, Waivers)
Condition 11 (Replacement of Notes, Receipts, Coupons and Talons)
Condition 12 (Further Issues)
Condition 14 (Currency Indemnity)
Condition 15 (Rounding)
Condition 16 (Governing Law and Jurisdiction)
Condition 17 (Recognition of Bail-in and Loss Absorption)
The following Conditions contain provisions which may apply to Notes generally but also contain certain
optional provisions that will only apply to certain issues of Notes depending on, for example, the type of the
Notes, the entity that will issue the Notes (BP2F or BNPPF) and the subordination level of the Notes:
Condition 1 (Form, Denomination and Title): examples of provisions in this Condition which only apply in
certain circumstances include: provisions which relate to Bearer Notes, Registered Notes, Exchangeable Notes
and to Dematerialised Notes
Condition 2 (Exchanges of Bearer Notes and Transfers of Registered Notes): examples of provisions in this
Condition which only apply in certain circumstances include: provisions which relate separately to Bearer
Notes and Registered Notes
Condition 3 (Status and Guarantee): examples of provisions in this Condition which only apply in certain
circumstances include: provisions which relate separately to Senior Notes, Senior Preferred Notes, Senior Non-
Preferred Notes, Subordinated Tier 2 Notes and to the related guarantees
Condition 4 (Interest): examples of provisions in this Condition which only apply in certain circumstances
include: provisions which relate separately to Fixed Rate Notes, Floating Rate Notes, Zero Coupon Notes,
Inflation Index-Linked Interest Notes, Foreign Exchange (FX) Rate-Linked Interest Notes and Underlying
Interest Rate-Linked Interest Notes and to Dual Currency Interest Notes
Condition 5 (Redemption, Purchase and Options): examples of provisions in this Condition which only apply
in certain circumstances include: provisions which relate separately to early redemption of Zero Coupon Notes,
Notes which provide for redemption at the option of the relevant Issuer, Notes which provide for redemption
at the option of the Noteholders, Notes which provide for redemption by instalments and Dual Currency
Redemption Notes
Condition 6 (Payments and Talons): examples of provisions in this Condition which only apply in certain
circumstances include: provisions which relate separately to Bearer Notes, Dematerialised Notes and
Registered Notes and to FX Disruption Events relating to Dual Currency Notes or to FX Settlement Disruption
Events relating to Notes, the Settlement Currency in relation to which is one of certain designated Relevant
Currencies

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Condition 7 (Taxation): examples of provisions in this Condition which only apply in certain circumstances
include: provisions which relate separately to Notes issued by BP2F or BNPPF and this Condition may be
specified in the applicable Final Terms as not applying
Condition 9 (Events of Default): examples of provisions in this Condition which only apply in certain
circumstances include: provisions which relate separately to Senior Notes, Senior Preferred Notes, Senior
Non-Preferred Notes and Subordinated Tier 2 Notes
Condition 13 (Notices): examples of provisions in this Condition which only apply in certain circumstances
include: provisions which relate separately to Dematerialised Notes and Notes admitted to listing, trading
and/or quotation
Other Parts of the Conditions:
Part 1 of the Conditions should be read together with the following other Part(s) of the Conditions depending
on the structure of the Notes:
Part 2 (Additional Terms and Conditions for Payouts) containing the relevant formula or formulae to be used
to determine the relevant interest amount(s) and/or the redemption amount of the Notes
Part 3 (Additional Terms and Conditions for Inflation Index-Linked Notes) containing additional provisions
which are relevant where the interest amount(s) and/or the redemption amount of the Notes is/are linked to the
performance of an underlying inflation index
Part 4 (Additional Terms and Conditions for Foreign Exchange (FX) Rate-Linked Notes) containing additional
provisions which are relevant where the interest amount(s) and/or the redemption amount of the Notes is/are
linked to the performance of an underlying foreign exchange rate
Part 5 (Additional Terms and Conditions for Underlying Interest Rate-Linked Notes) containing additional
provisions which are relevant where the interest amount(s) and/or the redemption amount of the Notes is/are
linked to the performance of an underlying interest rate
Investors should also refer to the table of contents (starting on page 16) listing and describing the sections of
this Base Prospectus which contains a description of each such section.
What other documents should I read?
The Base Prospectus, together with the relevant Final Terms, contains all material information which is
necessary to enable investors to make an informed assessment of the assets and liabilities, profits and losses,
financial position and prospects of the Issuers and (where applicable) the Guarantor, the rights attaching to the
Notes and the reasons for the issuance of the Notes and the impact of such issuance on the relevant Issuer.
Some of this information (such as the latest publicly available information relating to the Issuers and the
Guarantor) is incorporated by reference into the Base Prospectus and some of this information is completed in
the relevant Final Terms.
You should read and understand fully the contents of this Base Prospectus, including any documents
incorporated by reference, together with the applicable Final Terms before deciding whether to invest in any
Notes.
The Base Prospectus, together with any supplements thereto, and the Final Terms of any Tranches admitted to
listing, trading and/or quotation by any competent authority, stock exchange and/or quotation system and
issued under the Base Prospectus will be available (a) in the case of Notes listed on the official list and admitted

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to trading on the Luxembourg Stock Exchange, on the website of the Luxembourg Stock Exchange,
www.bourse.lu, and (b) in the case of Notes listed on the official list and admitted to trading on the
Luxembourg Regulated Market and/or the Brussels Regulated Market, the applicable Final Terms will be
published at www.bnpparibasfortis.be. Additionally, the Base Prospectus, together with any supplements
thereto, and the Memorandum and Articles of Association of BP2F will be available at www.bp2f.lu and the
following
documents
will
be
available
for
inspection
from
https://www.bnpparibasfortis.com/investors/offering-documents:
(a)
the Agency Agreement;
(b)
each Clearing Agreement;
(c)
the Deed of Covenant; and
(d)
a copy of this Base Prospectus or any further Base Prospectus together with any supplement thereto.
The Memorandum and Articles of Association of BNPPF will be available for inspection from
https://www.bnpparibasfortis.com/your-bank/about-us/article/articles-of-association.
A copy of the Final Terms relating to any Notes will be available for inspection from www.bnpparibasfortis.be.
See the section entitled "General Information" for a description of each of the Programme Documents.
What information is included in the Final Terms?
While this Base Prospectus includes general information about all Notes, the Final Terms is the document that
sets out the specific details of each particular Tranche of Notes.
Each Final Terms will contain, amongst other things, the following information in respect of the Tranche of
Notes to which it relates:
(a)
the issue date;
(b)
the specified currency and the issue price;
(c)
whether any applicable guarantee is subordinated or unsubordinated and whether the Notes will be
subordinated Notes or not;
(d)
the maturity date;
(e)
where applicable, the interest basis and all relevant information required to calculate interest amounts
(including interest payment dates) and the redemption amounts or the basis for calculating redemption
amounts;
(f)
whether the Notes are redeemable prior to their stated maturity at the option of the Issuer or the
Guarantor and/or the holders and the terms relating thereto;
(g)
whether or not the Notes will be admitted to listing, trading and/or quotation by a competent authority
stock exchange, and/or quotation system and, if so, the identity of the relevant competent authority,
stock exchange and/or quotation system;
(h)
details of any Calculation Agent; and
(i)
any other information needed to complete the Conditions.

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Wherever the Conditions provide optional provisions, the Final Terms will specify which of those provisions
apply to a specific issue of Notes.
Is any part of the Base Prospectus only relevant to particular types of Notes?
This Base Prospectus includes information that is relevant to all types of Notes that may be issued under the
Programme. However, some of the sections only relate to particular types of Notes.
The information under the heading "Restrictions and Conditions for the use of this Base Prospectus" starting
on page 148 of the Base Prospectus only applies to Notes with a denomination of less than EUR 100,000 (or
its equivalent in any other currency) (other than such Notes which are to be admitted to trading only on a
regulated market, or a specific segment of a regulated market, to which only qualified investors have access)
which may be placed or otherwise offered by financial intermediaries, subject to the conditions described
therein.
Certain other information in the Base Prospectus applies to Exempt Notes (being Notes for which no
prospectus is required to be published under (i) the Prospectus Regulation or (ii) the UK Prospectus Regulation
(as defined below)) and/or Non-exempt Notes (which are Notes for which a prospectus is required to be
published under the Prospectus Regulation), in each case as further described below, as specified in the relevant
section of the Base Prospectus.
As described above, certain of the Conditions provide optional provisions that will only apply to some of the
issues of Notes. The relevant Final Terms will specify which optional provisions within the Conditions will
apply to a specific issue of Notes.
What if I have further queries relating to this Base Prospectus and the Notes?
If you have any questions about the content of this Base Prospectus, you should seek professional advice from
a broker, solicitor, accountant or an independent financial adviser before deciding whether to invest.

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The following applies to all issues of Notes.
The Base Prospectus
This document is a Base Prospectus that has been prepared for the Programme. It comprises two base
prospectuses, the BNPPF Base Prospectus and the BP2F Base Prospectus. Both are defined below and each,
as periodically revised, supplemented or amended by the Issuers and/or the Guarantor, constitutes a base
prospectus for the purposes of Article 8 of the Prospectus Regulation. Therefore, Notes issued under the
Programme may be offered to the public or/and admitted to trading on a regulated market. The term
"regulated market" used in this document means a regulated market as defined in the Markets in Financial
Instruments Directive (as amended) (Directive 2014/65/EU). When used in this Base Prospectus, "Prospectus
Regulation" means Regulation (EU) 2017/1129.
The BNPPF base prospectus (the "BNPPF Base Prospectus") consists of this Base Prospectus except for:
(a)
the information in the sections entitled "Description of BNP Paribas Fortis Funding" and "Description
of the Guarantee"; and
(b)
BP2F's audited annual accounts for the financial years ended 31 December 2020 and 31 December
2021 and the cash flow statements for the financial years ended 31 December 2020 and 31 December
2021 (as incorporated by reference at paragraphs 8, 9, 10 and 11 of the section entitled "Information
Incorporated by Reference in this Base Prospectus").
The BP2F base prospectus (the "BP2F Base Prospectus") consists of this Base Prospectus.
Any Notes issued under the Programme are issued subject to the provisions below. 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 before that date. This Base Prospectus should be read in conjunction with any supplement
to this Base Prospectus and any other documents or information incorporated by reference in it (see
"Information Incorporated by Reference in this Base Prospectus") and must be read and construed together
with the relevant Final Terms, as described below.
Approval of the Base Prospectus, offers to the public and listing
This Base Prospectus has been approved as a base prospectus by the Luxembourg Financial Sector
Supervisory Authority, (Commission de Surveillance du Secteur Financier) (the "CSSF") as competent
authority under the Prospectus Regulation, for the purpose of giving information about the issue of Notes
("Non-exempt Notes") under the Programme during the twelve-month period after the date of approval of this
Base Prospectus. The CSSF only approves this Base Prospectus as meeting the standards of completeness,
comprehensibility and consistency imposed by the Prospectus Regulation. Approval by the CSSF should not
be considered as an endorsement of the Issuers or the Guarantor or of the quality of the Notes. Investors
should make their own assessment as to the suitability of investing in the Notes.
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. The CSSF
has neither reviewed nor approved any information in this Base Prospectus pertaining to Notes admitted to
trading on the multilateral trading facilities of the Euro MTF (as defined below).
The CSSF has been asked to provide the Belgian Financial Services and Markets Authority (the "Belgian
FSMA") and the French Autorité des marchés financiers ("AMF") (in their respective capacities as the
relevant host Member States' competent authority for the purposes of the Prospectus Regulation) with a

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certificate of approval attesting that the Base Prospectus has been drawn up in accordance with the Prospectus
Regulation for the purposes of the offer and admission to trading on a regulated market of Non-exempt Notes
in those Member States. The CSSF may be asked occasionally to provide certificates of approval attesting that
the Base Prospectus has been drawn up in accordance with the Prospectus Regulation to the competent
authorities of other Member States.
Because this Base Prospectus has been approved as a Base Prospectus and published as provided below, Non-
exempt Notes issued under the Programme pursuant to this Base Prospectus may be offered to the public, in
accordance with the requirements of the Prospectus Regulation.
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") or on the
professional segment of the Luxembourg Regulated Market. Application may also be made for Notes issued
under the Programme to be admitted to trading on the regulated market of Euronext Brussels (the "Brussels
Regulated Market") under the Prospectus Regulation during the twelve-month period after the date of
approval of this Base Prospectus. The Luxembourg Regulated Market (including the professional segment of
the Luxembourg Regulated Market) and the Brussels Regulated Market are each a regulated market for the
purposes of Directive 2014/65/EU. Application may also be made for Notes issued under the Programme to
be admitted to trading on other regulated markets.
This Base Prospectus (as supplemented as at the relevant time, if applicable) is valid until 1 June 2023 in
relation to Notes which are to be admitted to trading on a regulated market in the European Economic Area
(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 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.
The requirement to publish a prospectus under the Prospectus Regulation applies only to Notes that are to be
admitted to trading on a regulated market in the EEA and/or that are to be 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 applies to Notes that are to be 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 that are to be offered to
the public in the United Kingdom other than in circumstances where an exemption is available under section
86 of the FSMA. References in this Base Prospectus to "Exempt Notes" are to Notes 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. 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 the approval of this Base Prospectus with
respect to Exempt Notes as a base prospectus for the purposes of Part IV of the Luxembourg Law dated 16 July
2019 on prospectuses for securities (the "Prospectus Act 2019"). Application has also been made to the
Luxembourg Stock Exchange for Notes (including Exempt Notes) issued under the Programme to be admitted
to the Official List and admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange (the
"Euro MTF") (including the professional segment of the Euro MTF) during the twelve-month period after the
date of approval of this Base Prospectus. The Euro MTF is not a regulated market for the purposes of Directive
2014/65/EU.

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Under the Programme, Notes may 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 on the basis that they
will be admitted to listing, trading and/or quotation by any other listing authorities, stock exchanges and/or
quotation systems agreed with the Issuers.
References in this Base Prospectus to Notes being "listed" (and all related references) mean that the relevant
Notes have been admitted to trading on the Luxembourg Regulated Market, the Brussels Regulated Market
and/or the Euro MTF, as specified in the relevant Final Terms.
About the Notes
The specific terms of each Tranche of Non-exempt Notes will be set out in a final terms document 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 the Prospectus Regulation (the "Final Terms"). Each Final Terms will be filed with the
CSSF and copies of Final Terms relating to Notes to be listed on the Luxembourg Stock Exchange will also be
published on that exchange's website (www.bourse.lu). If any of the terms relating to an issue of Notes
constitute a "significant new factor" relating to the information contained in this Base Prospectus, either (i) a
supplement to the Base Prospectus setting out the relevant terms will be submitted for approval or (ii) those
terms, together with all the other necessary information in relating to the relevant series of Notes, will be set
out in a prospectus relating to the relevant Notes (a "Drawdown Prospectus") which will be drafted as a single
document and will incorporate by reference any relevant parts of this Base Prospectus.
The specific terms of each Tranche of Exempt Notes will be set out in a pricing supplement document (the
"Pricing Supplement"). In respect of Exempt Notes to be admitted to trading on the Euro MTF, the applicable
Pricing Supplement will be delivered to the Luxembourg Stock Exchange on or before the date of issue of the
Exempt Notes of the relevant Tranche and published on the website of the Luxembourg Stock Exchange
(www.bourse.lu) and will also be available from www.bnpparibasfortis.be. Copies of such Pricing
Supplements will be available from the office of the Fiscal Agent (or in the case of X/N Notes, the Domiciliary
Agent and the Paying Agent).
Any reference in this Base Prospectus to "Final Terms", "relevant Final Terms" or "applicable Final Terms"
will be deemed to include a reference to "Pricing Supplement", "relevant Pricing Supplement" or "applicable
Pricing Supplement" in relation to Exempt Notes, to the extent applicable.
Distribution of the Notes
The Issuers will offer Notes through BNP Paribas Fortis SA/NV (the "Dealer", which expression shall include
any additional dealers appointed under this Programme from time to time, either for a specific Tranche of
Notes or on an ongoing basis). 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. Details of the Dealer(s) in relation to each Tranche will be set out
in the relevant Final Terms. For further details, please refer to the section entitled "Plan of Distribution"
starting on page 158.
In relation to an offer of Non-exempt Notes, each of the Issuers and the Guarantor accepts responsibility for
the content of this Base Prospectus only in relation to investors who purchase such Notes in an offer made by
a Dealer or an Authorised Offeror (as defined below), subject to certain conditions. The price at which the
relevant Notes are offered will be agreed between the relevant investor and the Dealer or Authorised Offeror
that makes the offer. Any offer of Non-exempt Notes made without the consent of the relevant Issuer is
unauthorised and you should check with the relevant offeror whether anyone is responsible for this Base
Prospectus in relation to the relevant offer. You should take legal advice if you are in any doubt about whether
you can rely on this Base Prospectus and/or about who is responsible for its contents.

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