Obligation BNP Paribas SA 6.125% ( XS1247508903 ) en EUR

BNP Paribas SA

100 % ⇌

France

XS1247508903 ( en EUR )

6.125% par an ( paiement semestriel )

Perpétuelle

Prospectus brochure de l'obligation BNP Paribas XS1247508903 en EUR 6.125%, échéance Perpétuelle

200 000 EUR

750 000 000 EUR

17/06/2025 ( Dans 25 jours )

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 ( France ) , en EUR, avec le code ISIN XS1247508903, paye un coupon de 6.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le Perpétuelle

Prospectus dated 15 June 2015
BNP PARIBAS
(incorporated in France)
Series No: 17359
Tranche: 1
Issue of 750,000,000 Perpetual Fixed Rate Resettable Additional Tier 1
Notes
Under the 90,000,000,000
EURO MEDIUM TERM NOTE PROGRAMME
The 750,000,000 Perpetual Fixed Rate Resettable Additional Tier 1 Notes (the "Notes") will be issued by BNP Paribas ("BNPP", the "Issuer" or the
"Bank") on 17 June 2015 (the "Issue Date") under its 90,000,000,000 Euro Medium Tern Note Programme (the "Programme"). The principal and interest
of the Notes will constitute direct, unsecured and deeply subordinated obligations of the Issuer, as described in Condition 4 (Status of the Notes) in "Terms
and Conditions of the Notes".
The Notes are deeply subordinated notes of the Issuer issued pursuant to the provisions of Article L. 228-97 of the French Code de commerce.
The Notes shall bear interest on the Prevailing Outstanding Amount (as defined in Condition 2 (Interpretation) in the "Terms and Conditions of the Notes")
at the applicable Rate of Interest from (and including) the Issue Date and interest shall be payable semi-annually in arrear on 17 June and 17 December in
each year commencing on 17 December 2015. The amount of interest per Calculation Amount payable on each interest payment date in relation to an
Interest Period falling in the period from (and including) the Issue Date to (but excluding) 17 June 2022 (the "First Call Date") will be 61.25.
The rate of interest will reset on the First Call Date and on each five-year anniversary thereafter (each, a "Reset Date"). The rate of interest for each
Interest Period occurring after each Reset Date will be equal to the Reset Rate of Interest which amounts to the sum of (a) the 5-Year Swap Rate plus (b)
the Margin (5.23 per cent.), as determined by the Calculation Agent, as described in "Terms and Conditions of the Notes".
The Issuer may elect or may be required to cancel the payment of interest on the Notes (in whole or in part) on any Interest Payment Date as set out in
"Terms and Conditions of the Notes Cancellation of Interest Amounts". Interest that is cancelled will not be due on any subsequent date, and the non-
payment will not constitute a default by the Issuer.
The Notes are perpetual obligations and have no fixed maturity date. Noteholders do not have the right to call for their redemption. The Issuer may, subject
to the prior approval of the Relevant Regulator, redeem the Notes in whole, but not in part, on the First Call Date or any Interest Payment Date thereafter at
their Original Principal Amount or at any time following the occurrence of a Capital Event or a Tax Event at the Prevailing Outstanding Amount (each term
as defined in "Terms and Conditions of the Notes").
The Prevailing Outstanding Amount of the Notes will be written down if the Issuer's CET 1 Ratio on a consolidated basis falls below 5.125 per
cent. (each term as defined in Condition 2 (Interpretation) in "Terms and Conditions of the Notes"). Noteholders may lose some or all of their
investment as a result of a Write Down. Following such reduction, some or all of the principal amount of the Notes may, at the Issuer's
discretion, be reinstated, up to the Original Principal Amount, if certain conditions are met. See Condition 6 (Write-Down and Reinstatement) in
"Terms and Conditions of the Notes". If a Capital Event or a Tax Event has occurred and is continuing, the Issuer may further substitute all of
the Notes or vary the terms of all of the Notes, without the consent or approval of Noteholders, so that they become or remain Compliant
Securities (as defined in Condition 7.5 (Substitution/Variation)).
This document (the "Prospectus") constitutes a prospectus for the purposes of Article 5.3 of Directive 2003/71/EC of 4 November 2003, as amended (the
"Prospectus Directive").
The Notes are governed by English law except Condition 4 (Status of the Notes) which is governed by French law. The Notes will be in bearer form and in
the denominations of 200,000 and integral multiples of 1,000 in excess thereof up to and including 399,000, see Condition 3.1 and "General
Description of the Notes". The Notes will initially be represented by a temporary global note (the "Temporary Global Note"), without interest coupons,
which will be deposited on or about the Issue Date with a common depositary for Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking, société
anonyme ("Clearstream, Luxembourg"). Interests in the Temporary Global Note will be exchangeable for interests in a permanent global note (the
"Permanent Global Note" and, together with the Temporary Global Note, the "Global Notes"), without interest coupons, on or after 27 July 2015, upon
certification as to non-U.S. beneficial ownership. Interests in the Permanent Global Note will be exchangeable for definitive Notes only in certain limited
circumstances - see "Overview of Provisions relating to the Notes while represented by the Global Notes".
Application has been made to the Autorité des marchés financiers (the "AMF") in France for approval of this Prospectus in its capacity as competent
authority pursuant to Article 212-2 of its Règlement Général which implements the Prospectus Directive on the prospectus to be published when securities
are offered to the public or admitted to trading in France.

Application has been made for the Notes to be admitted to trading on Euronext Paris. Euronext Paris is a regulated market for the purposes of the Markets
in Financial Instruments Directive 2004/39/EC. Such admission to trading is expected to occur as of the Issue Date or as soon as practicable thereafter.
The Notes are expected to be rated BB+ by Standard & Poor's Credit Market Services France SAS ("Standard & Poor's"), Ba1 by Moody's Investors
Service Ltd. ("Moody's") and BBB- by Fitch France S.A.S. ("Fitch France"). The Issuer's long-term credit ratings are A+ with a negative outlook (Standard
& Poor's), A1 with a stable outlook (Moody's) and A+ with a stable outlook (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. 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.
Copies of this Prospectus will be available (a) free of charge from the head office of the Issuer at the address given at the end of this Prospectus and (b) on
the websites of the AMF (www.amf-france.org) and of the Issuer (www.invest.bnpparibas.com).
An investment in the Notes involves certain risks. Prospective purchasers of the Notes should ensure that they understand the nature of the
Notes and the extent of their exposure to risks and that they consider the suitability of the Notes as an investment in the light of their own
circumstances and financial condition. For a discussion of these risks see "Risk Factors" below.
The Notes are not intended to be sold and should not be sold to retail clients in the European Economic Area ("EEA"), as defined in the rules
set out in the Temporary Marketing Restriction (Contingent Convertible Securities) Instrument 2014 (as amended or replaced from time to time),
other than in circumstances that do not and will not give rise to a contravention of those rules by any person. Prospective investors are referred
to the section headed "Restrictions on marketing and sales to retail investors" on page 5 of this Prospectus for further information.
Global Coordinator and Structuring Advisor
BNP PARIBAS
Joint Lead Manager and Sole Bookrunner
BNP Paribas UK Limited
Joint Lead Managers
ABN Amro Bank
Banca IMI
Barclays
Danske Bank
ING
Lloyds
Santander Global Banking & Markets
The Royal Bank of Scotland
2

This Prospectus is to be read in conjunction with all documents which are incorporated herein by
reference as described in "Documents Incorporated by Reference" below. This Prospectus shall be
read and construed on the basis that such documents are so incorporated and form part of this
Prospectus.
The Managers (as defined in "Subscription and Sale" below) 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 Managers as to the accuracy or
completeness of the information contained in this Prospectus or any other information provided by the
Issuer in connection with the Notes. The Managers accept no liability in relation to the information
contained in this Prospectus or any other information provided by the Issuer in connection with the
Notes.
No person has been authorised to give any information or to make any representation not contained
in or not consistent with this Prospectus or any further information supplied in connection with the
Notes and, if given or made, such information or representation must not be relied upon as having
been authorised by the Issuer or any of the Managers.
In connection with the issue and sale of Notes, neither the Issuer nor its affiliates will, unless agreed
to the contrary in writing, act as a financial adviser to any Noteholder.
Neither this Prospectus nor any other information supplied in connection with the Notes is intended to
provide the basis of any credit or other evaluation and should not be considered as recommendations
by the Issuer or any of the Managers that any recipient of this Prospectus or any other information
supplied in connection with the Notes should purchase the Notes. Each investor contemplating
purchasing 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 Prospectus nor any
other information supplied in connection with the Notes constitutes an offer or invitation by or on
behalf of the Issuer or any of the Managers to any person to subscribe for or to purchase the Notes.
The delivery of this Prospectus does not at any time imply that the information contained herein
concerning the Issuer is correct at any time subsequent to the date of this Prospectus or that any
other information supplied in connection with the Notes is correct as of any time subsequent to the
date indicated in the document containing the same. The Managers expressly do not undertake to
review the financial condition or affairs of the Issuer during the life of the Notes. 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 the Issuer, when deciding whether or not to purchase the Notes.
This Prospectus 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 Prospectus and the offer or sale of the Notes may be restricted by law in
certain jurisdictions. Persons into whose possession this Prospectus or Notes come must inform
themselves about, and observe, any such restrictions. In particular, there are restrictions on the
distribution of this Prospectus and the offer or sale of the Notes in the European Economic Area
("EEA") (and certain member states thereof) 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 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 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 Prospectus has been prepared on the basis that 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 Prospectus in relation to the
3

offer of those Notes may only do so in circumstances in which no obligation arises for the Issuer or
any Manager to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement
a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer.
Neither the Issuer nor any Manager have authorised, nor do they authorise, the making of any offer of
Notes in circumstances in which an obligation arises for the Issuer or any Manager to publish or
supplement a prospectus for such offer.
This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes in
any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such
jurisdiction. The distribution of this Prospectus and the offer or sale of Notes may be restricted by law
in certain jurisdictions. The Issuer and/or the Managers do not represent that this Prospectus may be
lawfully distributed, or that Notes may be lawfully offered, in compliance with any applicable
registration or other requirements in any such jurisdiction, or pursuant to an exemption available
thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular,
no action has been taken by the Issuer and/or the Managers which is intended to permit a public
offering of Notes or distribution of this Prospectus in any jurisdiction where action for that purpose is
required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this
Prospectus nor any advertisement or other offering material may be distributed or published in any
jurisdiction, except under circumstances that will result in compliance with any applicable laws and
regulations. Persons into whose possession this Prospectus or Notes may come must inform
themselves about, and observe, any such restrictions on the distribution of this Prospectus and the
offering and sale of Notes. In particular, there are restrictions on the distribution of this Prospectus
and the offer or sale of Notes in the United States and the European Economic Area (including
France and the United Kingdom), see "Subscription and Sale" below.
IN CONNECTION WITH THE ISSUE OF THE NOTES, BNP PARIBAS UK LIMITED AS
STABILISING MANAGER (THE "STABILISING MANAGER") (OR PERSONS ACTING ON BEHALF
OF ANY STABILISING MANAGER) 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 STABILISING MANAGER (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 FINAL
TERMS OF THE OFFER OF THE NOTES IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY
TIME, BUT IT MUST END NO LATER THAN THE EARLIER OF THIRTY (30) DAYS AFTER THE
ISSUE DATE OF THE NOTES AND SIXTY (60) DAYS AFTER THE DATE OF THE ALLOTMENT
OF THE NOTES. ANY STABILISATION ACTION OR OVER-ALLOTMENT SHALL BE
CONDUCTED IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.
In this Prospectus, 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.
FORWARD-LOOKING STATEMENTS
The 2013 Registration Document, the 2014 Registration Document and the First Update to the 2014
Registration Document (as defined below) 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 Issuer'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 Issuer 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 Prospectus is presented in
euros.
4

BNP Paribas consolidated financial statements for the years ended 31 December 2014 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 2014 Registration Document and 2013 Registration Document (both as defined
below) 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 Prospectus, the
First Update to the 2014 Registration Document, the 2014 Registration Document or the 2013
Registration Document (each as defined below) may not add up precisely, and percentages may not
reflect precisely absolute figures.
RESTRICTIONS ON MARKETING AND SALES TO RETAIL INVESTORS
The Notes discussed in this Prospectus are complex financial instruments and are not a suitable or
appropriate investment for all investors. In some jurisdictions, regulatory authorities have adopted or
published laws, regulations or guidance with respect to the offer or sale of securities such as the
Notes to retail investors.
In particular, in August 2014, the United Kingdom Financial Conduct Authority (the "FCA") published
the Temporary Marketing Restriction (Contingent Convertible Securities) Instrument 2014 (as
amended or replaced from time to time, the "TMR") which took effect on 1 October 2014. Under the
rules set out in the TMR (as amended or replaced from time to time, the "TMR Rules"), certain
contingent write-down or convertible securities, such as the Notes, must not be sold to retail clients in
the EEA and nothing may be done that would or might result in the buying of such securities or the
holding of a beneficial interest in such securities by a retail client in the EEA (in each case within the
meaning of the TMR Rules), other than in accordance with the limited exemptions set out in the TMR
Rules.
Certain of the Joint Lead Managers are required to comply with the TMR Rules. By purchasing, or
making or accepting an offer to purchase, any Notes from the Issuer and/or the Joint Lead Managers
each prospective investor will be deemed to represent, warrant, agree with and undertake to the
Issuer and each of the Joint Lead Managers that:
(a)
it is not a retail client in the EEA (as defined in the TMR Rules);
(b)
whether or not it is subject to the TMR Rules, it will not sell or offer the Notes to retail clients
in the EEA or do anything (including the distribution of this Prospectus) that would or might
result in the buying of the Notes or the holding of a beneficial interest in the Notes by a retail
client in the EEA (in each case within the meaning of the TMR Rules) other than (i) in relation
to any sale or offer to sell Notes to a retail client in or resident in the United Kingdom, in
circumstances that do not and will not give rise to a contravention of the TMR Rules by any
person and/or (ii) in relation to any sale or offer to sell Notes to a retail client in any EEA
member state other than the United Kingdom, where (x) it has conducted an assessment and
concluded that the relevant retail client understands the risks of an investment in the Notes
and is able to bear the potential losses involved in an investment in the Notes and (y) it has at
all times acted in relation to such sale or offer in compliance with the Markets in Financial
Instruments Directive (2004/39/EC) ("MiFID") to the extent it applies to it or, to the extent
MiFID does not apply to it, in a manner which would be in compliance with MiFID if it were to
apply to it; and
(c)
it will at all times comply with all applicable laws, regulations and regulatory guidance
(whether inside or outside the EEA) relating to the promotion, offering, distribution and/or sale
of the Notes, including any such laws, regulations and regulatory guidance relating to
determining the appropriateness and/or suitability of an investment in the Notes by investors
in any relevant jurisdiction.
Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making or
accepting an offer to purchase, any Notes from the Issuer and/or the Joint Lead Managers, the
foregoing representations, warranties, agreements and undertakings will be given by and be binding
upon both the agent and its underlying client.
5

Table of Contents
Risk Factors ............................................................................................................................................ 7
General Description of the Notes..........................................................................................................20
Documents Incorporated by Reference ................................................................................................25
Terms and Conditions of the Notes ......................................................................................................30
Overview of Provisions relating to the Notes while in Global Form ......................................................47
Description of the Issuer .......................................................................................................................49
Use of Proceeds ...................................................................................................................................50
Taxation ................................................................................................................................................ 51
Subscription and Sale ...........................................................................................................................54
General Information ..............................................................................................................................55
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RISK FACTORS
Prospective purchasers of Notes should carefully consider the following information in
conjunction with the other information contained in this Prospectus (including the documents
incorporated by reference see "Documents Incorporated by Reference" below) before
purchasing Notes.
In purchasing Notes, investors assume the risk that the Issuer may become insolvent or otherwise be
unable to make all payments due in respect of the Notes. There is a wide range of factors which
individually or together could result in the Issuer becoming unable to make all payments due in
respect of the Notes. It is not possible to identify all such factors or to determine which factors are
most likely to occur, as the Issuer may not be aware of all relevant factors and certain factors which it
currently deems not to be material may become material as a result of the occurrence of events
outside the Issuer's control. The Issuer has identified in the 2014 Registration Document incorporated
by reference herein a number of factors which could materially adversely affect its business and ability
to make payments due under the Notes.
In addition, factors which are material for the purpose of assessing the market risks associated with
the Notes are also described below.
Prospective investors should also read the detailed information set out elsewhere in this Prospectus
and reach their own views prior to making any investment decision.
Terms used in this section and not otherwise defined have the meanings given to them in the Terms
and Conditions of the Notes.
Risks Relating to the Issuer and its Industry
See the Chapter 5 ("Risks and Capital Adequacy") contained on pages 245 to 364 of the 2014
Registration Document which is incorporated by reference in this Prospectus.
Risk Factors Relating to the Notes
In addition to the risks relating to the Issuer (including the default risk) that may affect the Issuer's
ability to fulfil its obligations under the Notes there are certain factors which are material for the
purpose of assessing the risks associated with an investment in the Notes.
The Notes are a novel and complex form of security and may not be a suitable investment for all
investors.
The Notes are a novel and complex form of security. As a result, an investment in the Notes will
involve certain increased risks. Each potential investor of the Notes must make its own determination
of the suitability of any such investment, with particular reference to its own investment objectives and
experience, and any other factors which may be relevant to it in connection with such investment,
either alone or with the help of a financial adviser. In particular, each potential investor should:
(a) have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the
merits and risks of investing in the Notes and the information contained or incorporated by
reference in this Prospectus or any applicable supplement;
(b) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation and the investment(s) it is considering, an investment in the Notes
and the impact the Notes will have on its overall investment portfolio;
(c) have sufficient financial resources and liquidity to bear all of the risks of an investment in the
Notes;
(d) understand thoroughly the Terms and Conditions of the Notes, such as the provisions governing
a Write Down and cancellation of interest, understand under what circumstances a Trigger Event
will or may be deemed to occur, be familiar with the behaviour of financial markets and their
potential impact on the likelihood of a Trigger Event, a Capital Event or a Tax Event occurring,
and of any financial variable which might have an impact on the return on the Notes; and
7

(e) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment, the Write Down of the
Notes and its ability to bear the applicable risks.
Prospective purchasers should also consult their own tax advisers as to the tax consequences of the
purchase, ownership and disposition of Notes.
Noteholders of deeply subordinated Notes generally face an enhanced performance risk compared to
holders of senior notes as well as an enhanced risk of loss in the event of the Issuer's insolvency.
The Issuer's obligations in respect of the Notes and Coupons are direct, unsecured and deeply
subordinated and will rank pari passu among themselves and pari passu with all other present and
future Deeply Subordinated Obligations of the Issuer, but shall be subordinated to the present and
future prêts participatifs granted to the Issuer and present and future titres participatifs, Eligible
Subordinated Obligations and Unsubordinated Obligations issued by the Issuer as more fully
described in the "Terms and Conditions of the Notes Status of the Notes".
There is a substantial risk that investors in deeply subordinated notes such as the Notes will lose all or
some of their investment should the Issuer become insolvent. Thus, Noteholders face an enhanced
performance risk compared to holders of senior notes.
If a judgment is rendered by any competent court declaring the judicial liquidation (liquidation
judiciaire) of the Issuer, or if the Issuer is liquidated for any other reason, the rights of payment of the
Noteholders will be subordinated to the payment in full of the unsubordinated creditors of the Issuer
and any other creditors that are senior to the Notes. In the event of incomplete payment of
unsubordinated creditors and subordinated creditors ranking ahead of the claims of the Noteholders,
the obligations of the Issuer in connection with the principal of the Notes will be terminated. The
Noteholders shall be responsible for taking all steps necessary for the orderly accomplishment of any
collective proceedings or voluntary liquidation in relation to any claims they may have against the
Issuer.
Redemption at the option of the Issuer.
The Issuer may, subject to the prior approval of the Relevant Regulator, redeem the Notes in whole,
but not in part, on the First Call Date or any Interest Payment Date thereafter at their Original Principal
Amount or at any time following the occurrence of a Capital Event or a Tax Event at the Prevailing
Outstanding Amount (each term as defined in "Terms and Conditions of the Notes").
If any such event occurs, this may limit the market value of the Notes and an investor may not be able
to reinvest the redemption proceeds in a manner which achieves a similar effective return.
The yield received upon redemption may be lower than expected (in particular if the market interest
rates decrease), and the redeemed face amount of the Notes may be lower than the purchase price
for the Notes paid by the Noteholder. As a consequence, the Noteholder may not receive the total
amount of the capital invested. In addition, investors who choose to reinvest monies they receive
through an early redemption may be able to do so only in securities with a lower yield than the
redeemed Notes.
Any early redemption of the Notes (including through an Issuer call option) can only be made with the
prior written consent of the Relevant Regulator. Further, Article 78 of the CRR provides that any
redemption of tier 1 or tier 2 instruments, including the Notes, is subject to the prior consent of the
Relevant Regulator which would be conditional on (i) the replacement of regulatory capital with own
funds instruments of equal or higher quality, in the same amount and at terms that are sustainable for
the income capacity of the Issuer, or (ii) without a replacement of regulatory capital, on the Issuer
demonstrating that its own funds would, following the redemption in question, exceed the minimum
regulatory capital requirements. Article 78 of the CRR also provides that the Relevant Regulator may
permit institutions to redeem additional tier 1 instruments (including the Notes) before five years of the
date of issue only where the aforementioned conditions (i) and (ii) and point (a) or (b) of this
paragraph are met:
(a) there is a change in the regulatory classification of those instruments that would be likely to result
in their exclusion from own funds or reclassification as a lower quality form of own funds, and
both the following conditions are met:
8

(i)
the Relevant Regulator considers such a change to be sufficiently certain;
(ii)
the institution demonstrates to the satisfaction of the Relevant Regulator that the
regulatory reclassification of those instruments was not reasonably foreseeable at the time of
their issuance;
(b) there is a change in the applicable tax treatment of those instruments which the institution
demonstrates to the satisfaction of the competent authorities is material and was not reasonably
foreseeable at the time of their issuance.
No scheduled redemption.
The Notes are undated securities in respect of which there is no fixed redemption or maturity date.
The Issuer is under no obligation to redeem the Notes at any time and, in any event, subject always to
the prior consent of the Relevant Regulator (as defined in "Terms and Conditions of the Notes").
There will be no redemption at the option of the Noteholders.
French law currently in force and European legislation regarding the resolution of financial institutions
may require the write-down or conversion of the Notes in the event that the Issuer is deemed to be at
the point of non-viability.
The French law dated 26 July 2013 on separation and regulation of banking activities (loi de
séparation et de régulation des activités bancaires) (the "SRAB Law") that anticipated the
implementation of the BRRD (as defined below) has established, among other things, a resolution
regime applicable to French credit institutions and investment firms that gives resolution powers to a
new resolution board of the French Prudential Supervisory Authority, renamed the Autorité de
contrôle prudentiel et de résolution ("ACPR"). The SRAB Law provides that the French resolution
board may, at its discretion, when the point of non-viability is reached, take resolution measures such
as the transfer of shares or assets to an acquirer or a bridge bank. It may also cancel or reduce share
capital, and subsequently if necessary write down, cancel or convert to equity deeply subordinated
notes (including the Notes), titres participatifs and any other low ranking subordinated notes whose
terms provide that they absorb losses on a going concern basis and thereafter do the same with other
subordinated instruments.
On 15 May 2014, the Council of the European Union adopted the Directive 2014/59/EU of the
Parliament and of the Council establishing a framework for the recovery and resolution of credit
institutions and investment firms (the "BRRD"). The BRRD will now have to be implemented in
France and in this regard French law no. 2014-1662 dated 30 December 2014 entitled "Loi portant
diverses dispositions d'adaptation au droit de l'Union européenne en matière économique et
financière" has granted to the French Government the right to implement the BRRD by ordinance by
31 August 2015. The BRRD is designed to provide authorities with a credible set of tools to intervene
sufficiently early and quickly in a failing institution so as to ensure the continuity of the institution's
critical financial and economic functions, while minimising the impact of an institution's failure on the
economy and financial system.
The BRRD contains four resolution tools and powers which may be used alone or in combination
where the relevant resolution authority considers that (a) an institution is failing or likely to fail, (b)
there is no reasonable prospect that any alternative private sector measures or supervisory action
would prevent the failure of such institution within a reasonable timeframe, and (c) a resolution action
is in the public interest:
(i) the sale of business which enables resolution authorities to direct the sale of the firm or the whole
or part of its business on commercial terms;
(ii) the creation and use of a bridge institution which enables resolution authorities to transfer all or
part of the business of the firm to a "bridge institution" (an entity created for this purpose that is wholly
or partially in public control);
(iii) asset separation which enables resolution authorities to transfer impaired or problem assets to
one or more publicly owned asset management vehicles to allow them to be managed with a view to
maximising their value through eventual sale or orderly wind-down (this can be used together with
another resolution tool only); and
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(iv) bail-in which gives resolution authorities the power to write down certain claims of unsecured
creditors of a failing institution and to convert certain unsecured debt claims including Notes to equity,
which equity could also be subject to any future application of the bail-in tool.
In addition to the bail-in tool, the BRRD grants to the Relevant Regulator a statutory "write-down and
conversion power" granting the Relevant Regulator the same power as in (iv) above.
The BRRD also provides the right for a Member State as a last resort, after having assessed and
exploited the above resolution tools to the maximum extent possible whilst maintaining financial
stability, to be able to provide extraordinary public financial support through additional financial
stabilisation tools. These consist of the public equity support and temporary public ownership tools.
Any such extraordinary financial support must be provided in accordance with the EU state aid
framework.
An institution will be considered as failing or likely to fail when: it is, or is likely in the near future to be,
in breach of its requirements for continuing authorisation; its assets are, or are likely in the near future
to be, less than its liabilities; it is, or is likely in the near future to be, unable to pay its debts as they fall
due; or it requires extraordinary public financial support (except in limited circumstances).
When applying bail-in or a statutory write-down and conversion power, the resolution authority must
first reduce or cancel common equity tier one, thereafter reduce, cancel, convert additional tier one
instruments (including the Notes), then tier two instruments and other subordinated debts to the
extent required and up to their capacity. If the debt bail-in or statutory write-down and conversion
power has entered into force and only if this total reduction is less than the amount needed, the
resolution authority will reduce or convert to the extent required the principal amount or outstanding
amount payable in respect of unsecured creditors in accordance with the hierarchy of claims in normal
insolvency proceedings.
The BRRD provides that it will be applied by Member States from 1 January 2015, except for the debt
bail-in tool which is to be applied from 1 January 2016 at the latest. Many of the provisions contained
in the BRRD are similar in effect to provisions already contained in the SRAB Law.
The SRAB Law has already entered into force in France, the provisions of the SRAB Law will however
need to be amended to reflect the final version of the BRRD. The amendments which will be made to
reflect the BRRD in the future remain unknown at this stage.
The powers set out in the BRRD and, to a certain extent, the powers already set out in the SRAB
Law, will impact how credit institutions and investment firms are managed as well as, in certain
circumstances, the rights of creditors.
When the debt bail-in tool and the statutory write-down and conversion power will become applicable
to the Issuer, the Notes may be subject to write-down or conversion into equity on any application of
the bail-in tool, which may result in such holders losing some or all of their investment. The exercise
of any power under the BRRD and the SRAB Law or any suggestion of such exercise could materially
adversely affect the rights of Noteholders, the price or value of their investment in any Notes and/or
the ability of the Issuer to satisfy its obligations under any Notes.
Regulation (EU) no. 806/2014 of the European Parliament and of the Council of 15 July 2014
establishing uniform rules and a uniform procedure for the resolution of credit institutions and certain
investment firms in the framework of a Single Resolution Mechanism and a Single Resolution Fund
has established a centralised power of resolution and entrusted to a Single Resolution Board and to
the national resolution authorities. Starting on 1 January 2015, the Single Resolution Board works in
close cooperation with the ACPR, in particular in relation to the elaboration of resolution planning, and
will assume full resolution powers, on 1 January 2016 provided that the conditions for the transfer of
contributions to the Single Resolution Fund are met by that date.
The Issuer is not required to redeem the Notes in the case of a Gross-Up Event.
There is uncertainty as to whether gross-up obligations in general, including those under the Terms
and Conditions of the Notes, are enforceable under French law. If any payment obligations under the
Notes, including the obligations to pay additional amounts under Condition 9, are held to be illegal or
unenforceable under French law, the Issuer will have the right, but not the obligation, to redeem the
Notes. Accordingly, if the Issuer does not redeem the Notes upon the occurrence of a Gross-Up Event
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