Obligation BNP Paribas SA 24.05% ( XS1523733506 ) en ZMW

Société émettrice BNP Paribas SA
Prix sur le marché 100 %  ⇌ 
Pays  France
Code ISIN  XS1523733506 ( en ZMW )
Coupon 24.05% par an ( paiement annuel )
Echéance 12/02/2022 - Obligation échue



Prospectus brochure de l'obligation BNP Paribas XS1523733506 en ZMW 24.05%, échue


Montant Minimal 100 000 ZMW
Montant de l'émission 15 000 000 ZMW
Description détaillée BNP Paribas est une banque internationale française, l'une des plus grandes d'Europe, offrant une large gamme de services financiers aux particuliers, entreprises et institutions.

Le marché financier a observé une obligation émise par BNP Paribas, géant bancaire international dont le siège est en France et qui jouit d'une présence mondiale étendue dans les services bancaires et financiers, identifiée par le code ISIN XS1523733506, instrument d'investissement émis par la France et coté à 100% de sa valeur nominale sur le marché, libellé en Kwacha zambien (ZMW), avec un taux d'intérêt notable de 24.05% et une fréquence de paiement annuelle, dont la taille totale de l'émission s'élevait à 15 000 000 ZMW avec une taille minimale d'achat fixée à 100 000 ZMW, et dont la maturité était fixée au 12 février 2022, date à laquelle cette obligation a été intégralement remboursée, signalant l'achèvement de son cycle de vie financier.








BASE PROSPECTUS
DATED 31 MAY 2023


BNP Paribas Issuance B.V.
(incorporated in The Netherlands)
(as Issuer)
BNP Paribas
(incorporated in France)
(as Guarantor)
BNP Paribas Fortis Funding
(incorporated in Luxembourg)
(as Issuer)
BNP Paribas Fortis SA/NV
(incorporated in Belgium)
(as Guarantor)
Base Prospectus for the issue of unsubordinated Notes

This document (the "Base Prospectus") constitutes a base prospectus in respect of Notes issued under the
Note, Warrant and Certificate Programme of BNP Paribas Issuance B.V. ("BNPP B.V."), BNP Paribas
("BNPP") and BNP Paribas Fortis Funding ("BP2F") (the "Programme"). Any Securities (as defined below)
issued on or after the date of this Base Prospectus are issued subject to the provisions herein. This does not
affect any Securities issued before the date of this Base Prospectus.
This Base Prospectus constitutes a base prospectus for the purposes of Article 8 of the Prospectus Regulation.
"Prospectus Regulation" means Regulation (EU) 2017/1129 of 14 June 2017, as amended. This Base
Prospectus received approval no. 23-195 on 31 May 2023 from the Autorité des marchés financiers (the
"AMF") and will be valid for a period of one year following the date of its approval by the AMF. 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.
This Base Prospectus has been approved as a base prospectus by the AMF in France as competent authority
under the Prospectus Regulation. The AMF only approves this Base Prospectus as meeting the standards of
completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Approval by the
AMF should not be considered as an endorsement of the Issuers or the Guarantors or of the quality of the
Securities. Investors should make their own assessment as to the suitability of investing in the Securities.
Upon such approval, application may be made for securities 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 (the
"EEA"). Euronext Paris is a regulated market for the purposes of the Markets in Financial Instruments
Directive 2014/65/EU, as amended (each such regulated market being a "Regulated Market"). Reference in
this Base Prospectus to Securities being "listed" (and all related references) shall mean that such Securities
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 (including the professional segment of
the regulated market of the Luxembourg Stock Exchange)) or on such other or further stock exchange(s) as
the relevant Issuer may decide. Each Issuer may also issue unlisted Securities. The applicable Final Terms (as
defined below) will specify whether or not Securities are to be listed and admitted to trading and, if so, the
relevant Regulated Market or other or further stock exchange(s).
1




The requirement to publish a prospectus under the Prospectus Regulation only applies to Securities which are
to be admitted to trading on a regulated market in 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 requirement to publish a prospectus under the Financial Services and Markets Act 2000 ("FSMA") only
applies to Securities which are 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 offered to the public in the United
Kingdom other than in circumstances where an exemption is available under section 86 of the FSMA.
The Issuers may issue Securities 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 ("Exempt Securities") under this Base
Prospectus. See "Exempt Securities" in the "Overview of this Base Prospectus" section below. The AMF has
neither approved nor reviewed information contained in this Base Prospectus in connection with Exempt
Securities.
Application has been made to the Luxembourg Stock Exchange in accordance with the Luxembourg Act dated
16 July 2019 on prospectuses for securities (Loi relative aux prospectus pour valeurs mobilières) (the
"Prospectus Act") for Securities (including Exempt Securities) 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 from
the date of this Base Prospectus. This Base Prospectus also constitutes a prospectus for the purpose of the
Prospectus Act; however, the AMF has not verified that this is the case. The Euro MTF is not a regulated
market for the purposes of Directive 2014/65/EU.
Under the terms of the Programme, each of BNPP B.V. and BP2F (the "Issuers" and each an "Issuer") may
from time to time issue, inter alia, notes ("Notes" or "Securities") of any kind including, but not limited to,
Securities relating to a specified index or a basket of indices, a specified share (including two or more shares
which are attached to each other so that they trade as a single unit ("Stapled Shares")), global depositary
receipt ("GDR") or American depositary receipt ("ADR") or a basket of shares (including Stapled Shares),
ADRs and/or GDRs, a specified interest in an exchange traded fund, an exchange traded note, an exchange
traded commodity or other exchange traded product (each an "exchange traded instrument") or a basket of
interests in exchange traded instruments, a specified debt instrument or a basket of debt instruments, a specified
debt futures or debt options contract or a basket of debt futures or debt options contracts, a specified currency
or a basket of currencies, a specified commodity (including EU emissions allowances ("EU Allowances")) or
commodity index, or a basket of commodities (including EU Allowances) and/or commodity indices, a
specified inflation index or a basket of inflation indices, a euro fund insurance or investment policy or
capitalisation contract, a specified fund share or unit or fund index or basket of fund shares or units or fund
indices, a specified futures contract or basket of futures contracts, a specified underlying interest rate or basket
of underlying interest rates, or the credit of a specified entity or entities and any other types of Securities
including hybrid Securities whereby the underlying asset(s) may be any combination of such indices, shares,
interests in exchange traded instruments, debt, currency, commodities, inflation indices, fund shares or units,
fund indices, a euro fund insurance or investment policy or capitalisation contract, futures contracts, credit of
specified entities, underlying interest rates, an actively managed notional portfolio of shares, exchange traded
instruments and/or BNPP indices ("Actively Managed Securities") or other asset classes or types. Each issue
of Securities will be issued on the terms set out herein which are relevant to such Securities under "Terms and
Conditions of the Notes" (the "Note Conditions" or the "Conditions"). Notice of, inter alia, the specific
designation of the Securities, the aggregate nominal amount or number and type of the Securities, the date of
issue of the Securities, the issue price (if applicable), the underlying asset, index, fund, fund index, euro fund,
reference entity or other item(s) to which the Securities relate, the maturity date, whether they are interest
bearing, partly paid, redeemable in instalments, the governing law of the Securities and certain other terms
relating to the offering and sale of the Securities will be set out in a final terms document (the "Final Terms").
Copies of Final Terms in relation to Securities to be listed on Euronext Paris will also be published on the
website of the AMF (www.amf-france.org). If Securities issued by BP2F are admitted to trading on a regulated
market in the EEA and/or offered to the public in the EEA in circumstances which require the publication of
a prospectus under the Prospectus Regulation, the minimum Specified Denomination will be EUR 1,000 (or,
if denominated in a currency other than euro, the equivalent amount in such currency).


2





The specific terms of each Tranche of Exempt Securities will be set out in a final terms document for Exempt
Securities (the "Final Terms for Exempt Securities"). In respect of Exempt Securities to be admitted to
trading on the Euro MTF, the applicable Final Terms for Exempt Securities will be delivered to the
Luxembourg Stock Exchange on or before the date of issue of the Exempt Securities of the relevant Tranche
and published on the website of the Luxembourg Stock Exchange (www.luxse.com). Copies of Final Terms
for Exempt Securities will be available from the specified office of the Principal 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 "Final Terms for Exempt Securities", "relevant Final Terms for Exempt Securities"
or "applicable Final Terms for Exempt Securities" in relation to Exempt Securities, to the extent applicable.
For the avoidance of doubt, the Final Terms for Exempt Securities does not constitute "final terms" as such
term is used under the Prospectus Regulation.
Securities will be governed by English law ("English Law Securities") or, in the case of BNPP B.V. only,
French law ("French Law Securities"), as specified in the applicable Final Terms, and the corresponding
provisions in the Conditions will apply to such Securities.
In certain circumstances at the commencement of an offer period in respect of Securities but prior to the issue
date, certain specific information (specifically, the issue price, fixed rate of interest, minimum and/or
maximum rate of interest payable, the margin applied to the floating rate of interest payable, the gearing
applied to the interest or final payout, the Gearing Up applied to the final payout, (in the case of Autocall
Securities, Autocall One Touch Securities or Autocall Standard Securities) the FR Rate component of the final
payout (which will be payable if certain conditions are met, as set out in the Payout Conditions), (in the case
of Securities which include a Snowball Digital Coupon, Accrual Digital Coupon, Digital Coupon, SPS
Variable Amount Coupon or SPS Fixed Coupon) the Rate component of the coupon rate, the value of the
barrier component of the final payout or coupon rate, the Floor Percentage component of the final payout or
coupon rate, the AER Exit Rate used if an Automatic Early Redemption Event occurs, the Bonus Coupon
component of the final payout (in the case of Vanilla Digital Securities), the Up Cap Percentage component of
the final payout (in the case of Certi-Plus: Generic Securities, Certi-Plus: Generic Knock-in Securities and
Certi-Plus: Generic Knock-out Securities), any constant percentage (being any of Constant Percentage,
Constant Percentage 1, Constant Percentage 2, Constant Percentage 3 or Constant Percentage 4) component
of the final payout or coupon rate (which will be payable if certain conditions are met, as set out in the Payout
Conditions), the Floor Percentage component of the final payout or coupon rate and/or the Knock-in Level,
Knock-out Level, Knock-in Range Level, Knock-out Range Level, Knock-in Bottom Level, Knock-in Top
Level, Knock-out Bottom Level and/or Knock-out Top Level (used to ascertain whether a Knock-in Event or
Knock-out Event, as applicable, has occurred)) may not be known. In these circumstances, the Final Terms
will specify a minimum and/or maximum price, rate, level or percentage, as applicable, or an indicative range
in respect of the relevant issue price, rates, levels or percentages and the actual price, rate, level or percentage,
as applicable, will be notified to investors prior to the Issue Date. Accordingly, in these circumstances
investors will be required to make their decision to invest in the relevant Securities based on the minimum
and/or maximum price, rate, level or percentage as applicable, or the indicative range specified in the Final
Terms. Notice of the actual price, rate, level or percentage, as applicable, will be published in the same manner
as the publication of the Final Terms.
Securities issued by BNPP B.V. may be secured ("Secured Securities") or unsecured and will be guaranteed
by BNPP (in such capacity, the "BNPP Guarantor") pursuant to either (a) in respect of the Secured Securities,
(i) a Deed of Guarantee for Secured Securities in respect of English Law Securities (the " BNPP English Law
Secured Note Guarantee") or (ii) a garantie in respect of Secured Securities, which are French Law Securities
(the "BNPP French Law Secured Note Guarantee" and, together with the BNPP English Law Secured Note
Guarantee, the "BNPP Secured Note Guarantees"), the forms of which are set out herein or (b) in respect of
the unsecured Securities, (i) a Deed of Guarantee for Unsecured Securities, in respect of English Law Securities
(the "BNPP English Law Unsecured Note Guarantee") or (ii) a garantie, in respect of Unsecured Securities,
which are French Law Securities (the "BNPP French Law Unsecured Note Guarantee" and, together with
the BNPP English Law Unsecured Note Guarantee, the "BNPP Unsecured Note Guarantees"), the forms of
which are set out herein. The BNPP Secured Note Guarantees and the BNPP Unsecured Note Guarantees
together, the "BNPP Guarantees".
Securities issued by BP2F may be unsecured only and will be guaranteed by BNP Paribas Fortis SA/NV
("BNPPF" and, in such capacity, the "BNPPF Guarantor") pursuant to a Deed of Guarantee (the "BNPPF


3





Guarantee"), the form of which is set out herein. The BNPP Guarantees and the BNPPF Guarantee, together
the "Guarantees".
The BNPP Guarantor and the BNPPF Guarantor, are together the "Guarantors" and each a "Guarantor".
Each of BNPP B.V., BNPP and BP2F has a right of substitution as set out herein. In the event that BNPP B.V.,
BNPP or BP2F exercises its right of substitution, a supplement to the Base Prospectus will be published on
the website of the AMF (www.amf-france.org) and on the website of BNPP (https://rates-
globalmarkets.bnpparibas.com/gmdocuments/legaldocs/resourceindex.htm).
Each issue of Securities will entitle the holder thereof on the Instalment Date(s) and/or the Maturity Date either
to receive a cash amount (if any) calculated in accordance with the relevant terms or to receive physical
delivery of the underlying assets, all as set forth herein and in the applicable Final Terms.
Other than in relation to the documents which are deemed to be incorporated by reference (see "Documents
Incorporated by Reference" below), the information on the websites to which this Base Prospectus refers does
not form part of this Base Prospectus unless that information is incorporated by reference into the Base
Prospectus and has not been scrutinised or approved by the AMF.
Capitalised terms used in this Base Prospectus shall, unless otherwise defined, have the meanings set forth in
the Conditions.
Prospective purchasers of Securities should ensure that they understand the nature of the relevant
Securities and the extent of their exposure to risks and that they consider the suitability of the relevant
Securities as an investment in the light of their own circumstances and financial condition. Securities
are complex financial instruments and involve a high degree of risk and potential investors should be
prepared to sustain a total loss of the purchase price of their Securities. There are significant risks
associated with holding Securities, including risks in relation to the circumstances in which Securities
(other than Secured Securities) may be written down or converted to ordinary shares and the
implications on prospective purchasers of Securities (such as a substantial loss). The circumstances in
which such prospective purchasers may suffer loss as a result of holding Securities are difficult to predict
and the quantum of any loss incurred by investors in such circumstances is also highly uncertain. For
more information, see "Risks" on pages 26 to 86.
Unless otherwise permitted under the securities laws of Hong Kong, the Securities should only be offered
or sold to investors in Hong Kong in the primary or secondary markets if they are professional investors
(as such term is defined in the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and
its subsidiary legislation, "Professional Investors") and understand the risks involved.
In particular, the Securities and the Guarantees and, in the case of Physical Delivery Securities (as
defined below), the Entitlement (as defined herein) to be delivered upon the redemption of such
Securities have not been, and will not be, registered under the United States Securities Act of 1933, as
amended (the "Securities Act") or any other applicable state securities laws and trading in the Securities
has not been approved by the United States Commodity Futures Trading Commission (the "CFTC")
under the United States Commodity Exchange Act, as amended (the "Commodity Exchange Act").
None of the Issuers has registered as an investment company pursuant to the United States Investment
Company Act of 1940, as amended (the "Investment Company Act"). The Securities are being offered
and sold in reliance on Regulation S under the Securities Act ("Regulation S") and, until the expiry of
the period of 40 days after the completion of the distribution of all of the Notes of the relevant Tranche,
may not be offered, sold, resold, held, traded, pledged, exercised, redeemed, transferred or delivered,
directly or indirectly, in the United States or to, or for the account or benefit of, persons that are a "U.S.
person" as defined in Regulation S except in accordance with Regulation S under the Securities Act or
pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the
Securities Act.
Neither the United States Securities and Exchange Commission (the "SEC") nor any other applicable state
securities commission has approved or disapproved of these securities or passed upon the accuracy of this
prospectus. Any representation to the contrary is a criminal offence.
The Securities to the extent they constitute "Secured Securities" may not be sold to, or for the account
or benefit of, U.S. persons as defined in the U.S. Risk Retention Rules ("Risk Retention U.S. Persons")
except to the extent such Risk Retention U.S. Persons have received a waiver from the applicable sponsor
and except as permitted under an exemption to the U.S. Risk Retention Rules as described under


4





"Risks" on page 85 and "Offering and Sale" on page 1351. "U.S. Risk Retention Rules" means
Regulation RR (17 C.F.R Part 246) implementing the risk retention requirements of Section 15G of the
U.S. Securities Exchange Act of 1934, as amended.
The Issuers have requested the AMF, in accordance with Article 25(1) of the Prospectus Regulation, to provide
the competent authorities in Belgium, Bulgaria, Ireland, Italy, Luxembourg, Poland, Portugal, Romania and
Spain with a certificate of approval attesting that the Base Prospectus has been drawn up in accordance with
the Prospectus Regulation.
BNPP's long-term credit ratings are A+ with a stable outlook (S&P Global Ratings Europe Limited ("Standard
& Poor's")), Aa3 with a stable outlook (Moody's Investors Service Ltd. ("Moody's")), AA- with a stable
outlook (Fitch Ratings Ireland Limited ("Fitch")) (which is the long-term rating assigned to BNPP's senior
preferred debt by Fitch) and AA (low) with a stable outlook (DBRS Rating GmbH ("DBRS Morningstar"))
and BNPP's short-term credit ratings are A-1 (Standard & Poor's), P-1 (Moody's), F1+ (Fitch) and R-1 (middle)
(DBRS Morningstar). BNPP B.V.'s long-term credit ratings are A+ with a stable outlook (Standard & Poor's)
and BNPP B.V.'s short term credit ratings are A-1 (Standard & Poor's). BP2F's senior unsecured debt rating is
A+ (Standard & Poor's), BP2F's senior unsecured credit ratings are A2 with a stable outlook (Moody's) and
AA- with a stable outlook (Fitch) and BP2F's short-term debt rating is A-1 (Standard & Poor's) and BP2F's
short-term credit ratings are P-1 (Moody's) and F1+ (Fitch). BNPPF's senior unsecured credit ratings are A+
with a stable outlook (Standard & Poor's), A2 with a stable outlook (Moody's) and AA- with a stable outlook
(Fitch) and BNPPF's short-term credit ratings are A-1 (Standard & Poor's), P-1 (Moody's) and F1+ (Fitch).
Each of Standard & Poor's, Fitch and DBRS Morningstar is established in the European Union and is registered
under the Regulation (EC) No. 1060/2009 (as amended) (the "CRA Regulation"). The ratings issued by
Moody's have been endorsed by Moody's France SAS ("Moody's France") in accordance with the CRA
Regulation. Moody's France is established in the European Union and registered under the CRA
Regulation. As such each of Standard & Poor's, Fitch, DBRS Morningstar and Moody's France is included in
the list of credit rating agencies published by the European Securities and Markets Authority on its website (at
https://www.esma.europa.eu/supervision/credit-rating-agencies/risk) in accordance with the CRA Regulation.
Moody's is established in the United Kingdom and is registered in accordance with Regulation (EC) No.
1060/2009 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "UK
CRA Regulation"). Moody's is included in the list of credit rating agencies published by the Financial Conduct
Authority on its website (https://register.fca.org.uk) in accordance with the UK CRA Regulation. None of
Standard & Poor's, Fitch or DBRS Morningstar are established in the United Kingdom and have not applied
for registration under the UK CRA Regulation. To the extent that the ratings issued by Standard & Poor's,
Fitch and DBRS Morningstar have been endorsed by a credit rating agency that is established in the United
Kingdom and registered under the UK CRA Regulation, the ratings issued by Standard & Poor's, Fitch and
DBRS Morningstar may be used for regulatory purposes in the United Kingdom in accordance with the UK
CRA Regulation. Securities 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 by the assigning rating agency.




5





IMPORTANT NOTICES
The securities described in this Base Prospectus may only be offered in The Netherlands to Qualified Investors
(as defined in the Prospectus Regulation).
Disclaimer statement for structured products (Securities)
In relation to investors in the Kingdom of Bahrain, Securities 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 Central Bank of Bahrain (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 amounts 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 CBB. Accordingly,
no Securities 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 Securities, whether directly or indirectly, to persons in the Kingdom of
Bahrain, other than as marketing to accredited investors for an offer outside Bahrain.
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 Securities 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.
All offers of Securities to investors in the Kingdom of Bahrain will be made by way of private placement and
may only be offered to accredited investors in the Kingdom of Bahrain in minimum subscriptions of U.S.
$100,000 (or equivalent in other countries).
Notification under Section 309B(1)(c) of the Securities and Futures Act 2001 of Singapore, as modified
or amended from time to time (the SFA) ­ Unless otherwise specified in the applicable Final Terms in
respect of any Securities, all Securities issued or to be issued under the Programme shall be capital markets
products other than prescribed capital markets products (as defined in the Securities and Futures (Capital
Markets Products) Regulations 2018 of Singapore) and Specified Investment Products (as defined in MAS
Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on
Recommendations on Investment Products).
Guidance under the Hong Kong Monetary Authority (the "HKMA") circular - In October 2018, the
HKMA issued a circular regarding enhanced investor protection measures on the sale and distribution of debt
instruments with loss-absorption features and related products (the "HKMA Circular"). Under the HKMA
Circular, debt instruments with loss-absorption features, being subject to the possibility of being written-down
or converted to ordinary shares, and investment products that invest mainly in, or whose returns are closely
linked to the performance of such instruments (together, "Loss-Absorption Products"), may only be offered
to professional investors (as defined in the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong)
and its subsidiary legislation, "Professional Investors") in Hong Kong. Unless otherwise specified in the
applicable Final Terms in respect of any Securities, all Securities (other than Secured Securities) issued or to
be issued under the Programme may contain loss-absorption features and may be considered Loss-Absorption
Products under the HKMA Circular. Investors in Hong Kong should not purchase Securities with loss-
absorption features unless they are Professional Investors and understand the risks involved. Such


6





Securities are generally not suitable for retail investors in Hong Kong in either the primary or the
secondary markets.
IMPORTANT ­ EEA AND UK RETAIL INVESTORS ­ If the Final Terms in respect of any Securities
specifies the "Prohibition of Sales to EEA Retail Investors" and/or "Prohibition of Sales to UK Retail
Investors" as applicable, the Securities are not intended to be offered, sold or otherwise made available to and
should not be offered, sold or otherwise made available to any retail investor in (i) the EEA, unless a key
information document will be made available (if required) in the EEA jurisdiction(s) in which the Securities
are offered, sold or otherwise made available to such retail investor(s) and/or, as applicable, (ii) the United
Kingdom (the "UK"), unless a key information document will be made available (if required) in the UK. If the
Final Terms in respect of any Securities specifies the "Prohibition of Sales to EEA Retail Investors" and/or
"Prohibition of Sales to UK Retail Investors" as not applicable, the Securities may be offered, sold or otherwise
made available to any retail investor in the EEA and/or in the UK, provided that, where a key information
document is required pursuant to the PRIIPs Regulation or the UK PRIIPs Regulation (each as defined below)
as the case may be, the Securities may only be offered, sold or otherwise made available to retail investors in
(i) the EEA in the jurisdiction(s) for which a key information document will be made available and/or, as
applicable, (ii) in the UK if a key information document will be made available in the UK. For these purposes,
a retail investor means a person who is one (or more) of:
(a)
in the case of retail investors in the EEA:
(i)
a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended,
"MiFID II");
(ii)
a customer within the meaning of Directive (EU) 2016/97 (the "Insurance Distribution
Directive"), where that customer would not qualify as a professional client as defined in point
(10) of Article 4(1) of MiFID II; or
(iii)
not a qualified investor as defined in the Prospectus Regulation; or
(b)
in the case of retail investors in the UK:
(i)
a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms
part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA");
(ii)
a customer within the meaning of the provisions of the Financial Services and Markets Act
2000 ("FSMA") and any rules or regulations made under the FSMA to implement Directive
(EU) 2016/97, where that customer would not qualify as a professional client, as defined in
point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by
virtue of the EUWA; or
(iii)
not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part
of domestic law by virtue of the EUWA.
Consequently, no key information document required by:
(a)
Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the Securities or
otherwise making them available to retail investors in the EEA has been prepared, other than in respect
of the jurisdiction(s) for which a key information document will be made available, and therefore
offering or selling the Securities or otherwise making them available to any retail investor in the EEA
may be unlawful under the PRIIPs Regulation; and
(b)
Regulation (EU) No 1286/2014 as it forms part of UK domestic law by virtue of the EUWA (the "UK
PRIIPs Regulation") for offering or selling the Securities or otherwise making them available to retail


7





investors in the UK has been prepared, and therefore, offering or selling the Securities or otherwise
making them available to any retail investor in the UK may be unlawful under the UK PRIIPs
Regulation.
EU BENCHMARKS REGULATION
Amounts payable under the Notes may be calculated by reference to one or more "benchmarks" for the
purposes of Regulation (EU) No. 2016/1011 of the European Parliament and of the Council of 8 June 2016,
as amended (the "EU Benchmarks Regulation"). In this case, a statement will be included in the applicable
Final Terms as to whether or not the relevant administrator of the "benchmark" is included in ESMA's register
of administrators under Article 36 of the EU Benchmarks Regulation. Certain "benchmarks" may either (i) not
fall within the scope of the EU Benchmarks Regulation by virtue of Article 2 or (ii) transitional provisions in
Article 51 of the EU Benchmarks Regulation may apply to certain other "benchmarks", which would otherwise
be in scope, such that at the date of the applicable Final Terms, the administrator of the "benchmark" is not
required to be included in the register of administrators.
MiFID II product governance / target market ­ The Final Terms in respect of any Securities will include a
legend entitled "MiFID II product governance/target market assessment" which will outline the target market
assessment in respect of the Securities and which channels for distribution of the Securities are appropriate.
Any person subsequently offering, selling or recommending the Securities (a "distributor") should take into
consideration the target market assessment; however, a distributor subject to MiFID II is responsible for
undertaking its own target market assessment in respect of the Securities (by either adopting or refining the
target market assessment) and determining appropriate distribution channels.
UK MiFIR product governance / target market ­ The Final Terms in respect of any Securities may include
a legend entitled "UK MiFIR product governance/target market assessment" which will outline the target
market assessment in respect of the Securities and which channels for distribution of the Securities are
appropriate. Any person subsequently offering, selling or recommending the Securities (a "distributor")
should take into consideration the target market assessment; however, a distributor subject to the FCA
Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance
Rules") is responsible for undertaking its own target market assessment in respect of the Securities (by either
adopting or refining the target market assessment) and determining appropriate distribution channels.


8





TABLE OF CONTENTS

Page

OVERVIEW OF THIS BASE PROSPECTUS .................................................................................................. 15
This section sets out a general description of the Programme, including a description of the relevant
Issuer, the relevant Guarantor and agents under the Programme, as well as a description of certain
provisions relating to the Securities, such as a description of the different forms and types of
Securities that may be issued under the Programme.
RISKS ................................................................................................................................................................ 26
This section sets out certain risks in respect of the relevant Issuer, the relevant Guarantor and the
Securities
INVESTMENT CONSIDERATIONS ............................................................................................................... 87
This section sets out certain investment considerations the relevant Issuer and the relevant Guarantor
consider relevant to the Securities.
USER'S GUIDE TO THE BASE PROSPECTUS ........................................................................................... 105
This section provides a guide to navigating the Base Prospectus and reading the Final Terms.
FORWARD LOOKING STATEMENTS ........................................................................................................ 109
This section gives disclosure in respect of forward-looking statements in written materials and in oral
statements relating to BNPP, BNPP B.V., BP2F, BNPPF and the BNP Paribas Group.
PRESENTATION OF FINANCIAL INFORMATION ................................................................................... 109
This section gives disclosure on the presentation of financial information and the accounting
standards used in the preparation of BNPP's, BNPPF's and BP2F's audited consolidated financial
statements.
DOCUMENTS INCORPORATED BY REFERENCE ................................................................................... 110
This section incorporates selected financial and other information in respect of the relevant Issuer
and the relevant Guarantor from other publicly available documents. It also incorporates by
reference certain other specific documents relating to the Securities, such as terms and conditions
and forms of Final Terms relating to Securities issued under previous base prospectuses.
SECURITY AND COLLATERAL IN RESPECT OF SECURED SECURITIES .......................................... 127
This section sets out disclosure relating to Security and Collateral Assets in respect of Secured
Securities to which either Part A or Part B of Annex 13 (Additional Terms and Conditions for
Secured Securities) applies.
SECURITY AND COLLATERAL IN RESPECT OF SECURED SECURITIES WHICH ARE
NOMINAL VALUE REPACK SECURITIES ................................................................................................ 133
This section sets out disclosure relating to Security and Collateral Assets in respect of Secured
Securities which are Nominal Value Repack Securities, where neither Part A nor Part B of Annex
(Additional Terms and Conditions for Secured Securities) applies.


9





DESCRIPTION OF THE CHARGED ASSETS ............................................................................................................ 137
PART I ­ GENERAL ....................................................................................................................................... 137
PART II ­ DESCRIPTION OF THE SWAP AGREEMENT .......................................................................... 138
PART III ­ DESCRIPTION OF THE REPURCHASE AGREEMENT .......................................................... 143
PART IV ­ DESCRIPTION OF THE COLLATERAL EXCHANGE AGREEMENT................................... 146
PART V ­ DESCRIPTION OF CHARGED ASSET STRUCTURES ............................................................ 150
PART VI ­ COLLATERAL EXCHANGE STRUCTURES ........................................................................... 207
PART VII ­ CREDIT SUPPORT STRUCTURES .......................................................................................... 210
This section sets out a description of the Charged Assets in respect of Secured Securities.
FORM OF FINAL TERMS FOR NOTES ..................................................................................................................... 214
This section provides a template of the Final Terms which will be completed with the issue specific details of the relevant
Series of Securities. The Final Terms for an issue of Securities will complete the terms and conditions applicable to such
Securities (including any additional terms and conditions).
TERMS AND CONDITIONS OF THE NOTES ........................................................................................................... 340
This section sets out the general terms and conditions that are applicable to all types of Securities.
ADDITIONAL TERMS AND CONDITIONS
ANNEX 1 Additional Terms and Conditions for Payouts ............................................................................... 484
This Annex sets out different economic or "payout" terms in respect of different types of payouts, coupon rates
and entitlement amounts applicable to Securities that may be issued under the Base Prospectus. The definitions
and formulae relating to SPS Coupon Rates, Payouts and Entitlement Amounts, Fixed Income Coupon Rates
and Payouts and Dropback Coupon Rates and Payouts set out in this section will be completed in the applicable
Final Terms.
ANNEX 2 Additional Terms and Conditions for Index Securities .................................................................. 605
This Annex applies if the Securities are specified as being Index Securities in the applicable Final Terms. It sets
out the additional terms and conditions relevant to Index Securities.
ANNEX 3 Additional Terms and Conditions for Share Securities .................................................................. 643
This Annex applies if the Securities are specified as being Share Securities in the applicable Final Terms. It sets
out the additional terms and conditions relevant to Share Securities.
ANNEX 4 Additional Terms and Conditions for ETI Securities ..................................................................... 660
This Annex applies if the Securities are specified as being ETI Securities in the applicable Final Terms. It sets
out the additional terms and conditions relevant to ETI Securities.
ANNEX 5 Additional Terms and Conditions for Debt Securities .................................................................... 690
This Annex applies if the Securities are specified as being Debt Securities in the applicable Final Terms. It sets
out the additional terms and conditions relevant to Debt Securities.
ANNEX 6 Additional Terms and Conditions for Commodity Securities ........................................................ 697
This Annex applies if the Securities are specified as being Commodity Securities in the applicable Final Terms.
It sets out the additional terms and conditions relevant to Commodity Securities.
ANNEX 7 Additional Terms and Conditions for Inflation Index Securities .................................................... 709
This Annex applies if the Securities are specified as being Inflation Index Securities in the applicable Final
Terms. It sets out the additional terms and conditions relevant to Inflation Index Securities.
10



Document Outline