Obligation BNP Paribas SA 5.375% ( XS1098413823 ) en NZD

BNP Paribas SA

100 % ▼

France

XS1098413823 ( en NZD )

5.375% par an ( paiement annuel )

20/08/2020 - Obligation échue

Prospectus brochure de l'obligation BNP Paribas XS1098413823 en NZD 5.375%, échue

2 000 NZD

100 000 000 NZD

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 française émise par BNP Paribas (ISIN : XS1098413823), d'une valeur nominale totale de 100 000 000 NZD, avec un taux d'intérêt de 5,375%, une taille minimale d'achat de 2000 NZD et une maturité au 20/08/2020, libellée en dollars néo-zélandais (NZD) et ayant fait l'objet d'un remboursement intégral à son échéance au prix de 100%, a été intégralement remboursée à la date de maturité avec une fréquence de paiement des coupons de 1.

BASE PROSPECTUS DATED 5 JUNE 2014

BNP PARIBAS
(incorporated in France)
(as Issuer)

90,000,000,000
EURO MEDIUM TERM NOTE PROGRAMME
Under this 90,000,000,000 euro medium term note programme (the "Programme"), BNP Paribas1 ("BNPP", the "Bank" or the "Issuer") may from time to
time issue Notes in bearer or registered form (respectively, "Bearer Notes" and "Registered Notes" and, together, the "Notes") denominated in any
currency agreed by the Issuer and the relevant Dealer(s) (as defined below). This Base Prospectus ("Base Prospectus" or "this Document") supersedes
and replaces all previous offering circulars or prospectuses prepared in connection with the Programme. Any Notes (as defined below) issued under the
Programme on or after the date of this Document are issued subject to the provisions described herein. This does not affect any Notes already in issue.
This Base Prospectus constitutes a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC of 4 November 2003 (the "Prospectus
Directive") as amended (which includes the amendments made by Directive 2010/73/EU (the "2010 PD Amending Directive") to the extent that such
amendments have been implemented in a relevant Member State of the European Economic Area. Notes may be issued whose return (whether in respect
of any interest payable on such Notes and/or their redemption amount) is linked to one or more indices including custom indices ("Index Linked Notes") or
one or more Shares of any company(ies) (including global depositary receipts and/or American depositary receipts) ("Share Linked Notes") or one or
more inflation indices ("Inflation Linked Notes") or one or more commodities or commodity indices ("Commodity Linked Notes") or one or more interests
or units ("Fund Linked Notes") or the credit of a specified entity or entities ("Credit Linked Notes") or one or more fund shares or interests in exchange
traded funds, exchange traded notes, exchange traded commodities or other exchange traded products (each an "exchange traded instrument") ("ETI
Linked Notes") or one or more foreign exchange rates ("Foreign Exchange (FX) Rate Linked Notes") or one or more underlying interest rate
("Underlying Interest Rate Linked Notes") or any combination thereof ("Hybrid Notes") as more fully described herein. Notes may provide that
settlement will by way of cash settlement ("Cash Settled Notes") or physical delivery ("Physical Delivery Notes") as provided in the applicable Final
Terms.
The Notes will be issued to one or more of the Dealers specified below (each a "Dealer" and together the "Dealers", which expression shall include any
additional Dealer appointed under the Programme from time to time) on a continuing basis by way of private or syndicated placements.
The Notes may be governed by English law or French law, as specified in the applicable Final Terms, and the corresponding provisions in the terms and
conditions will apply to such Notes.
Application has been made to the Autorité des marchés financiers (the "AMF") in France for approval of this Base Prospectus in its capacity as competent
authority pursuant to Article 212-2 of its Règlement Général which implements the Prospectus Directive on the prospectus to be published when securities
are offered to the public or admitted to trading under French law. Upon such approval, application may be made for Notes issued under the Programme
during a period of 12 months from the date of this Base Prospectus to be listed and/or admitted to trading on Euronext Paris and/or a Regulated Market (as
defined below) in another Member State of the European Economic Area. Euronext Paris is a regulated market for the purposes of the Markets in Financial
Instruments Directive 2004/39/EC (each such regulated market being a "Regulated Market"). References in this Base Prospectus to Notes being "listed"
(and all related references) shall mean that such Notes have been listed and admitted to trading on Euronext Paris or, as the case may be, a Regulated
Market (including the regulated market of the Luxembourg Stock Exchange) or the EuroMTF exchange regulated market of the Luxembourg Stock
Exchange (the "EuroMTF Market") or on such other or further stock exchange(s) as may be agreed between the Issuer and the relevant Dealer(s). The
Issuer may also issue unlisted Notes. The relevant final terms (the forms of each contained herein) in respect of the issue of any Notes will specify whether
or not such Notes will be admitted to trading, and, if so, the relevant Regulated Market or other or further stock exchange(s). Except in certain specified
circumstances the specific terms of each Tranche will be set forth in a set of final terms to this Base Prospectus which is the final terms document (the
"Final Terms") which will be completed at the time of the agreement to issue each Tranche of Notes and (other than in the case of Exempt Notes) which
will constitute final terms for the purposes of Article 5.4 of the Prospectus Directive which will be filed with the AMF. This Base Prospectus and any
supplement thereto will be available on the Issuer's website (www.invest.bnpparibas.com) and the AMF website (www.amf-france.org).
The requirement to publish a prospectus under the Prospectus Directive only applies to Notes which are to be admitted to trading on a regulated market in
the 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 AMF has neither approved nor reviewed information
contained in this Base Prospectus in connection with Exempt Notes.
BNPP's long-term credit ratings are A+ with a negative creditwatch (Standard & Poor's Credit Market Services France SAS ("Standard & Poor's")), A1
with a negative outlook (Moody's Investors Service Ltd. ("Moody's")) and A+ with a stable outlook (Fitch France S.A.S. ("Fitch France")) and BNPP's
short-term credit ratings are A-1 (Standard & Poor's), P-1 (Moody's) and F1 (Fitch France). Each of Standard & Poor's, Moody's and Fitch France is
established in the European Union and is registered under the Regulation (EC) No. 1060/2009 (as amended) (the "CRA Regulation"). As such each of
Standard & Poor's, Moody's and Fitch France is included in the list of credit rating agencies published by the European Securities and Markets Authority on
its website (at http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the CRA Regulation. Notes issued under the
Programme may be rated or unrated. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction
or withdrawal at any time. Please also refer to "Ratings of the Notes" in the Risk Factors section of this Base Prospectus.

1
Which for the avoidance of doubt only refers to BNP Paribas S.A. and not the Group
0092651-0000074 ICM:19377245.1

Arranger for the Programme
BNP PARIBAS
Dealers
Barclays
BNP Paribas UK Limited
BofA Merrill Lynch
Citigroup
Commerzbank J.P.
Morgan
Credit Suisse
Morgan Stanley
Goldman Sachs International
UBS Investment Bank

0092651-0000074 ICM:19377245.1
2

BNPP 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
BNPP (who has taken all reasonable care to ensure that such is the case), the information contained
herein is in accordance with the facts and does not omit anything likely to affect the import of such
information.
This Document is to be read in conjunction with all documents which are incorporated herein by
reference as described in "Documents Incorporated by Reference" below. This Document shall be
read and construed on the basis that such documents are so incorporated and form part of this
Document.
Information contained in this Document which is sourced from a third party has been accurately
reproduced and, as far as the Issuer is aware and is able to ascertain from information published by
the relevant third party, no facts have been omitted which would render the reproduced information
inaccurate or misleading. The Issuer has also identified the source(s) of such information. The
applicable Final Terms will (if applicable) specify the nature of the responsibility taken by the Issuer for
the information relating to the underlying asset, index or other item(s) to which the Notes relate.
This Document (together with supplements to this Document from time to time (each a "Supplement"
and together the "Supplements") comprises a base prospectus in respect of all Notes other than
Exempt Notes issued under the Programme for the purposes of (i) Article 5.4 of Directive 2003/71/EC
as amended (including the amendments made by Directive 2010/73/EU to the extent that such
amendments have been implemented in a Member State of the European Economic Area) (the
"Prospectus Directive") and (ii) the relevant implementing measures in France and, in each case, for
the purpose of giving information with regard to the Issuer. In relation to each separate issue of Notes,
the final offer price and the amount of such Notes will be determined by the Issuer and the relevant
Dealers in accordance with prevailing market conditions at the time of the issue of the Notes and will
be set out in the relevant Final Terms.
In accordance with Article 16.2 of the Prospectus Directive, investors who have already agreed to
purchase or subscribe for Notes before this Base Prospectus is published have the right, exercisable
within two working days after the publication of this Base Prospectus, to withdraw their acceptances.
Investors should be aware, however, that the law of the jurisdiction in which they have accepted an
offer of Notes may provide for a longer time limit.
The Dealers have not separately verified the information contained herein. Accordingly, no
representation, warranty or undertaking, express or implied, is made and no responsibility is accepted
by the Dealers as to the accuracy or completeness of the information contained in this Document or
any other information provided by the Bank in connection with the Programme or the Notes. The
Dealers accept no liability in relation to the information contained in this Document or any other
information provided by the Bank in connection with the Programme or the Notes.
No person has been authorised to give any information or to make any representation not contained
in or not consistent with this Document or any further information supplied in connection with the
Programme or the Notes and, if given or made, such information or representation must not be relied
upon as having been authorised by BNPP or any of the Dealers.
In connection with the issue and sale of Notes, neither BNPP nor its Affiliates will, unless agreed to
the contrary in writing, act as a financial adviser to any Noteholder.
Neither this Document nor any other information supplied in connection with the Programme or the
Notes is intended to provide the basis of any credit or other evaluation and should not be considered
as recommendations by BNPP or any of the Dealers that any recipient of this Document or any other
information supplied in connection with the Programme should purchase any of the Notes. Each
investor contemplating purchasing any of the Notes should make its own independent investigation of
the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer. Neither
this Document nor any other information supplied in connection with the Programme or the Notes
constitutes an offer or invitation by or on behalf of BNPP or any of the Dealers to any person to
subscribe for or to purchase any of the Notes.
The delivery of this Document does not at any time imply that the information contained herein
concerning BNPP is correct at any time subsequent to the date of this Document or that any other
0092651-0000074 ICM:19377245.1
3

information supplied in connection with the Programme or the Notes is correct as of any time
subsequent to the date indicated in the document containing the same. The Dealers expressly do not
undertake to review the financial condition or affairs of BNPP during the life of the Programme.
Prospective investors should review, inter alia, the most recently published audited annual
consolidated financial statements, unaudited semi-annual interim consolidated financial statements
and quarterly financial results of BNPP, when deciding whether or not to purchase any of the Notes.
This Document does not constitute, and may not be used for or in connection with, an offer to any
person to whom it is unlawful to make such offer or a solicitation by anyone not authorised so to act.
The distribution of this Document and the offer or sale of the Notes may be restricted by law in certain
jurisdictions. Persons into whose possession this Document or any Notes come must inform
themselves about, and observe, any such restrictions. In particular, there are restrictions on the
distribution of this Document and the offer or sale of the Notes in the European Economic Area
("EEA") (and certain member states thereof), Japan and the United States (see "Subscription and
Sale" below).
The Notes have not been and will not be registered under the United States Securities Act of 1933, as
amended (the "Securities Act"), or with any securities regulatory authority of any state or jurisdiction
of the United States, and the Notes may include Bearer Notes that are subject to U.S. tax law
requirements. Subject to certain exceptions, Notes may not be offered, sold or, in the case of Bearer
Notes, delivered within the United States or to, or for the account or benefit of, U.S. persons, as
defined in Regulation S under the Securities Act ("Regulation S") (see "Subscription and Sale"
below).
This Document has been prepared on the basis that, except to the extent sub-paragraph (ii) below
may apply, any offer of Notes in any Member State of the European Economic Area which has
implemented the Prospectus Directive (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 Notes. Accordingly any person making or
intending to make an offer in that Relevant Member State of Notes which are the subject of an
offering contemplated in this Document as completed by final terms in relation to the offer of those
Notes may only do so (i) in circumstances in which no obligation arises for the Issuer or any Dealer 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, or (ii) if a
prospectus for such offer 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 (in either case) published, all in accordance
with the Prospectus Directive, provided that any such prospectus has subsequently has been
completed by final terms which specify that offers may be made other than pursuant to Article 3(2) of
the Prospectus Directive in that Relevant Member State, such offer is made in the period beginning
and ending on the dates specified for such purpose in such prospectus or final terms, as applicable
and the Issuer has consented in writing to its use for the purpose of such offer. Except to the extent
sub-paragraph (ii) above may apply, neither the Issuer nor any Dealer have authorised, nor do they
authorise, the making of any 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.
IN CONNECTION WITH THE ISSUE OF ANY TRANCHE (AS DEFINED IN "TERMS AND
CONDITIONS OF THE ENGLISH LAW NOTES" AND "TERMS AND CONDITIONS OF THE
FRENCH LAW NOTES" BELOW) OF NOTES, THE DEALER OR DEALERS (IF ANY) NAMED AS
THE STABILISATION MANAGER(S) (THE "STABILISATION MANAGER(S)") (OR PERSONS
ACTING ON BEHALF OF ANY STABILISATION MANAGER(S)) IN THE APPLICABLE FINAL
TERMS 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
STABILISATION MANAGER(S) (OR PERSONS ACTING ON BEHALF OF A STABILISATION
MANAGER) WILL UNDERTAKE STABILISATION ACTION. ANY STABILISATION ACTION MAY
BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE FINAL
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
0092651-0000074 ICM:19377245.1
4

AFTER THE ISSUE DATE OF THE RELEVANT TRANCHE AND 60 DAYS AFTER THE DATE OF
THE ALLOTMENT OF THE RELEVANT TRANCHE. ANY STABILISATION ACTION OR OVER-
ALLOTMENT SHALL BE CONDUCTED IN ACCORDANCE WITH ALL APPLICABLE LAWS AND
RULES.
In this Document, references to "euro", "EURO", "Euro", "EUR" and "" 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 and as amended by the Treaty of Amsterdam,
references to "$", "U.S.$" and "U.S. dollars" are to United States dollars, references to "cents" are to
United States cents, references to "yen" and "¥" are to Japanese yen, references to "sterling" and "£"
are to pounds sterling, references to "CHF" are to Swiss francs and references to "CNY" are to
Chinese Renminbi.
FORWARD-LOOKING STATEMENTS
The BNPP 2013 Registration Document (as defined in "Documents Incorporated by Reference"
below) and the other documents incorporated by reference, contain forward-looking statements. BNP
Paribas and the BNP Paribas Group (being BNP Paribas together with its consolidated subsidiaries,
the "Group") may also make forward-looking statements in their audited annual financial statements,
in their interim financial statements, in their offering circulars, in press releases and other written
materials and in oral statements made by their officers, directors or employees to third parties.
Statements that are not historical facts, including statements about the Bank's and/or Group's beliefs
and expectations, are forward-looking statements. These statements are based on current plans,
estimates and projections, and therefore undue reliance should not be placed on them. Forward-
looking statements speak only as of the date they are made, and the Bank and the Group undertake
no obligation to update publicly any of them in light of new information or future events.
PRESENTATION OF FINANCIAL INFORMATION
Most of the financial data presented or incorporated by reference in this Base Prospectus is
presented in euros.
BNP Paribas consolidated financial statements for the years ended 31 December 2012 and
31 December 2013 have been prepared in accordance with international financial reporting standards
("IFRS") as adopted by the European Union. The Group's fiscal year ends on 31 December and
references in the BNPP 2012 Registration Document (as defined in "Documents Incorporated by
Reference" below), the BNPP 2013 Registration Document incorporated by reference herein and any
update to the BNPP 2013 Registration Document incorporated by reference herein to any specific
fiscal year are to the twelve-month period ended 31 December of such year.
Due to rounding, the numbers presented or incorporated by reference throughout this Document, the
BNPP 2012 Registration Document, the BNPP 2013 Registration Document and any update to the
BNPP 2013 Registration Document incorporated by reference herein may not add up precisely, and
percentages may not reflect precisely absolute figures.
IMPORTANT NOTICE
Disclaimer statement for Notes
In relation to investors in the Kingdom of Bahrain, Notes issued in connection with this Base
Prospectus and related offering documents must be in registered form and must only be marketed to
existing account holders and accredited investors as defined by the CBB in the Kingdom of Bahrain
where such investors make a minimum investment of at least U.S.$ 100,000 or any equivalent
amount in other currency or such other amount as the CBB may determine.
This offer does not constitute an offer of securities in the Kingdom of Bahrain in terms of Article (81) of
the Central Bank and Financial Institutions Law 2006 (decree Law No. 64 of 2006). This Base
Prospectus and related offering documents have not been and will not be registered as a prospectus
with the Central Bank of Bahrain (CBB). Accordingly, no Notes may be offered, sold or made the
subject of an invitation for subscription or purchase nor will this Base Prospectus or any other related
document or material be used in connection with any offer, sale or invitation to subscribe or purchase
Notes, whether directly or indirectly, to persons in the Kingdom of Bahrain, other than as marketing to
accredited investors for an offer outside Bahrain.
0092651-0000074 ICM:19377245.1
5

The CBB has not reviewed, approved or registered this Base Prospectus or related offering
documents and it has not in any way considered the merits of the Notes to be marketed for
investment, whether in or outside the Kingdom of Bahrain. Therefore, the CBB assumes no
responsibility for the accuracy and completeness of the statements and information contained in this
document and expressly disclaims any liability whatsoever for any loss howsoever arising from
reliance upon the whole or any part of the contents of this document.
No offer of securities will be made to the public in the Kingdom of Bahrain and this prospectus must
be read by the addressee only and must not be issued, passed to, or made available to the public
generally.
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 in each
Member State in relation to which the Issuer has given its consent, as specified in the applicable Final
Terms (each specified Member State a "Non-exempt Offer Jurisdiction" and together the "Non-
exempt Offer Jurisdictions"). Any person making or intending to make a Non-exempt Offer of
Notes on the basis of this Base Prospectus must do so only with the Issuer's consent to the use of
this Base Prospectus as provided under "Consent given in accordance with Article 3.2 of the
Prospectus Directive" and provided such person complies with the conditions attached to that
consent.
Save as provided above, neither the Issuer nor 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
In the context of a Non-exempt Offer of such Notes, the Issuer accepts responsibility, in each of the
Non-exempt Offer Jurisdictions, for the content of this Base Prospectus in relation to any person (an
"Investor") who purchases any Notes in a Non-exempt Offer made by a Dealer or an Authorised
Offeror (as defined below), where that offer is made during the Offer Period specified in the applicable
Final Terms and provided that the conditions attached to the giving of consent for the use of this Base
Prospectus are complied with. The consent and conditions attached to it are set out under "Consent"
and "Common Conditions to Consent" below.
None of the Issuer 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 Issuer or any Dealer has any
responsibility or liability for the actions of that Authorised Offeror.
Except in the circumstances set out in the following paragraphs, the Issuer has not authorised
the making of any Non-exempt Offer by any offeror and the 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 Issuer is unauthorised and
neither the Issuer nor, for the avoidance of doubt, any Dealer accepts any responsibility or
liability in relation to such offer or 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 the relevant 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.
Consent
In connection with each Tranche of Notes and subject to the conditions set out below under "Common
Conditions to Consent":
0092651-0000074 ICM:19377245.1
6

Specific 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 by:
(i) the
relevant
Dealer(s)
or Manager(s) specified in the applicable Final Terms;
(ii)
any financial intermediaries specified in the applicable Final Terms;
(iii)
any other financial intermediary appointed after the date of the applicable Final Terms
and whose name is published on the Issuer website (https://rates-
globalmarkets.bnpparibas.com/gm/Public/LegalDocs.aspx) and identified as an
Authorised Offeror in respect of the relevant Non-exempt Offer; and
General consent
(b)
if (and only if) Part A of the applicable Final Terms specifies "General Consent" as
"Applicable", the 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 by any other 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) (the "Acceptance Statement"):
"We, [insert legal name of financial intermediary], refer to the offer of [insert title of relevant
Notes] (the "Notes") described in the Final Terms dated [insert date] (the "Final Terms")
published by BNP Paribas (the "Issuer"). In consideration of the Issuer offering to grant its
consent to our use of the Base Prospectus (as defined in the Final Terms) in connection with
the offer of the Notes [Specify Member State(s)] during the Offer Period and subject to the
other conditions to such consent, each as specified in the Base Prospectus, we hereby
accept the offer by the Issuer in accordance with the Authorised Offeror Terms (as specified
in the Base Prospectus) and confirm that 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 this Base Prospectus are that the relevant
financial intermediary:

(A)
will, and it agrees, represents, warrants and undertakes for the benefit of the Issuer
and the relevant Dealer that it will, at all times in connection with the relevant Non-
exempt Offer:
(a)
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;
(b)
comply with the restrictions set out under "Plan of Distribution" in this Base
Prospectus which would apply as if it were a Dealer;
(c)
ensure that any fee (and any other commissions or benefits of any kind) or
rebate 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;
(d)
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;
(e)
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
0092651-0000074 ICM:19377245.1
7

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;
(f)
retain Investor identification records for at least the minimum period required
under applicable Rules, and shall, if so requested and to the extent permitted
by the Rules, make such records available to the relevant Dealer, the Issuer
directly to the appropriate authorities with jurisdiction over the Issuer and/or
the relevant Dealer in order to enable the Issuer and/or the relevant Dealer to
comply with anti-money laundering, anti-bribery, anti-corruption and "know
your client" Rules applying to the Issuer and/or the relevant Dealer;
(g)
ensure that it does not, directly or indirectly, cause the Issuer or the relevant
Dealer to breach any Rule or subject the Issuer or the relevant Dealer to any
requirement to obtain or make any filing, authorisation or consent in any
jurisdiction;
(h)
ensure that Investors understand the risks associated with an investment in
the Notes;
(i)
immediately inform the Issuer and the relevant Dealer if at any time it
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;
(j)
comply with the conditions to the consent referred to under "Common
conditions to consent" below and any further requirements or other
Authorised Offeror Terms relevant to the Non-exempt Offer as specified in
the applicable Final Terms;
(k)
make available to each potential Investor in the Notes this Base Prospectus
(as supplemented as at the relevant time, if applicable), the applicable Final
Terms and any applicable information booklet provided by the Issuer for such
purpose, and not convey or publish any information that is not contained in or
entirely consistent with this Base Prospectus and the applicable Final Terms;
(l)
if it conveys or publishes any communication (other than this Base
Prospectus or any other materials provided to such financial intermediary by
or on behalf of the 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 Issuer, that such financial intermediary
is solely responsible for such communication and that none of the Issuer and
the relevant Dealer accepts any responsibility for such communication and
(C) does not, without the prior written consent of the Issuer or the relevant
Dealer (as applicable), use the legal or publicity names of the Issuer 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 Issuer as issuer of the
relevant Notes on the basis set out in this Base Prospectus;
(m)
ensure that no holder of Notes or potential Investor in Notes shall become an
indirect or direct client of the Issuer 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;
(n)
co-operate with the Issuer and the relevant Dealer in providing such
information (including, without limitation, documents and records maintained
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pursuant to paragraph (f) above) upon written request from the Issuer 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 the Issuer or the relevant Dealer:
(i)
in connection with any request or investigation by any regulator in
relation to the Notes, the Issuer or the relevant Dealer; and/or
(ii)
in connection with any complaints received by the Issuer and/or the
relevant Dealer relating to the Issuer 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
(iii)
which the Issuer or the relevant Dealer may reasonably require from
time to time in relation to the Notes and/or as to allow the Issuer or
the relevant Dealer fully to comply with its own legal, tax and
regulatory requirements,
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;
(o)
during the period of the initial offering of the Notes: (i) only sell the Notes at
the Issue Price specified in the applicable Final Terms (unless otherwise
agreed with the relevant Dealer); (ii) only sell the Notes for settlement on the
Issue Date specified in the applicable Final Terms; (iii) not appoint any sub-
distributors (unless otherwise agreed with the relevant Dealer); (iv) 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 (v) comply with such other rules of conduct as may be
reasonably required and specified by the relevant Dealer; and
(p)
either (i) obtain from each potential Investor an executed application for the
Notes, or (ii) 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;

(B)
agrees and undertakes to indemnify each of the Issuer and the relevant Dealer (in
each case on behalf of such entity and its respective directors, officers, 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
Issuer or the relevant Dealer; and
(C
)
agrees and accepts that:
(a)
the contract between the Issuer and the financial intermediary formed upon
acceptance by the financial intermediary of the Issuer's offer to use this 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;
0092651-0000074 ICM:19377245.1
9

(b)
where the offer relates to English Law Notes, the English courts have
exclusive 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 Issuer and the financial intermediary
submit to the exclusive jurisdiction of the English courts;
(c)
where the offer relates to French Law Securities, the courts within the
jurisdiction of the Paris Court of Appeal (Cour d'Appel de Paris) 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 Issuer and the financial intermediary
submit to the jurisdiction of such French courts;
(d)
for the purposes of (C)(b) and (c), the financial intermediary waive any
objection to the relevant courts on the grounds that they are an inconvenient
or inappropriate forum to settle any dispute;
(e)
to the extent allowed by law, the Issuer and each relevant Dealer may, in
respect of any Dispute or Disputes, take (i) proceedings in any other court
with jurisdiction; and (ii) concurrent proceedings in any number of
jurisdictions; and
(f)
each of the Issuer and the relevant financial intermediary 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.
The financial intermediaries referred to in paragraphs (a)(ii), (a)(iii) and (b) above are
together the "Authorised Offerors" and each an "Authorised Offeror".
Any Authorised Offeror falling within (b) above who meets 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 Acceptance
Statement.
Common Conditions to Consent
The conditions to the 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 A 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 France, Belgium, Luxembourg, United Kingdom, Italy, Germany, Spain,
the Netherlands and Portugal, as specified in the applicable Final Terms.
The consent referred to above relates to Offer Periods (if any) occurring within 12 months from the
date of this Base Prospectus.
The only relevant Member States which may, in respect of any Tranche of Notes, be specified in the
applicable Final Terms (if any relevant Member States are so specified) as indicated in (b) above, will
be France, Belgium, Luxembourg, United Kingdom, Italy, Germany, Spain, the Netherlands and
Portugal, and accordingly each Tranche of Notes may only be offered to Investors as part of a Non-
exempt Offer in France, Belgium, Luxembourg, United Kingdom, Italy, Germany, Spain, the
Netherlands and Portugal, as specified in the applicable Final Terms, or otherwise in circumstances in
which no obligation arises for the Issuer or any Dealer to publish or supplement a prospectus for such
offer.
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