Obligation BNP Paribas SA 4.1% ( XS1754441654 ) en EUR

BNP Paribas SA

100 % ▲

Pays-bas

XS1754441654 ( en EUR )

4.1% par an ( paiement annuel )

15/07/2024 - Obligation échue

Prospectus brochure de l'obligation BNP Paribas XS1754441654 en EUR 4.1%, échue

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 ( Pays-bas ) , en EUR, avec le code ISIN XS1754441654, paye un coupon de 4.1% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 15/07/2024

BASE PROSPECTUS
DATED 1 JUNE 2021

BNP Paribas Issuance B.V.
(incorporated in The Netherlands)
(as Issuer)
BNP Paribas
(incorporated in France)
(as Issuer and Guarantor)
Base Prospectus for the issue of Certificates

This document (the "Base Prospectus") constitutes a base prospectus in respect of Certificates 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. This Base Prospectus received
approval no. 21-196 on 1 June 2021 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when this Base Prospectus is no longer valid.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 Guarantor 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 (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).
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

1

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 BNPP (the "Issuers" and each an "Issuer") may
from time to time issue, inter alia, certificates ("Certificates" 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 currency futures contract, 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 specified
fund share or unit or fund index or basket of fund shares or units or fund indices, a euro fund insurance or
investment policy or capitalisation contract, 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, open end Certificates ("Open End Certificates") and open end turbo Certificates ("OET
Certificates") 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, 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 Securities" (the "Security 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
redemption date, whether they are interest bearing, partly paid, redeemable in instalments, exercisable (on one
or more exercise dates), the governing law of the Securities, whether the Securities are eligible for sale in the
United States 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") which may be issued for more than one series of Securities and will be
filed with the AMF. 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). References herein to the Final Terms may
include, in the case of U.S. Securities (as defined below), (x) a supplement to the Base Prospectus under Article
23 of the Prospectus Regulation or (y) a prospectus. "U.S. Securities" means Securities that specify in the
applicable Final Terms that such Securities are eligible for sale in the United States.
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

2

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.bourse.lu). Copies of Final Terms for
Exempt Securities will be available from the specified office of the Principal Security 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 may be governed by English law ("English Law Securities") or French law ("French Law
Securities"), as specified in the applicable Final Terms, and the corresponding provisions in the Conditions
will apply to such Securities. Only English Law Securities will be U.S. 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 or Premium Amount 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 and/or Knock-out 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 issue
price, relevant prices, 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" or the "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 "Secured Securities English Law Guarantee") or (ii) a garantie in respect of Secured Securities, which
are French Law Securities (the "Secured Securities French Law Guarantee" and, together with the Secured
Securities English Law Guarantee, the "Secured Securities 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 Guarantee") or (ii) a garantie in respect of unsecured
Securities, which are French Law Securities (the "BNPP French Law Guarantee" and, together with the
BNPP English Law Guarantee the "BNPP Unsecured Securities Guarantees"), the forms of which are set
out herein. The Secured Securities Guarantees and the BNPP Unsecured Securities Guarantees together, the
"BNPP Guarantees".
Except in the case of U.S. Securities, each of BNPP B.V. and BNPP has a right of substitution as set out herein.
In the event that either BNPP B.V. or BNPP 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/gm/public/LegalDocs.aspx).

3

Each issue of Securities will entitle the holder thereof on the Instalment Date(s) and/or the Redemption Date
(or, in the case of Multiple Exercise Certificates, each Exercise Settlement 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 27 to 86.
Investors in Hong Kong should not purchase the Securities in the primary or secondary markets unless
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 Certificates (as
defined below) (the "Physical Delivery Securities"), the Entitlement (as defined herein) to be delivered
upon the redemption of such Securities have not been, and wil 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").
Unless otherwise specified in the applicable Final Terms, the Securities are being offered and sold in
reliance on Regulation S under the Securities Act ("Regulation S"). No Securities, or interests therein,
may at any time 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 (i) a "U.S. person" as defined in Regulation S; or (i ) a person other than a "Non-United States
person" as defined in Rule 4.7 under the Commodity Exchange Act; or (ii ) a "U.S. person" as defined
in (a) the Interpretive Guidance and Policy Statement Regarding Compliance with Certain Swap
Regulations promulgated by the CFTC or (b) the final rule relating to Cross-Border Application of the
Registration Thresholds and Certain Requirements Applicable to Swap Dealers and Major Swap
Participants promulgated by the CFTC, in each case as amended, modified or supplemented from time
to time, pursuant to the Commodity Exchange Act; or (iv) any other "U.S. person" as such term may
be defined in Regulation S or in regulations or guidance adopted under the Commodity Exchange Act
(each such person, a "U.S. person") unless expressly provided for pursuant to an applicable U.S.
wrapper to the Base Prospectus. Any such applicable U.S. wrapper may restrict the types of Securities
that can be offered, sold, resold, held, traded, pledged, exercised, redeemed, transferred or delivered
and the terms of such Securities. Any offer, sale, resale, trade, pledge, exercise, redemption, transfer or
delivery made, directly or indirectly, within the United States or to, or for the account or benefit of, a
U.S. person wil not be recognised. No Securities other than U.S. Securities may be legally or beneficially
owned at any time by any U.S. person (as defined in the "Offering and Sale" section below) and

4

accordingly are being offered and sold outside the United States to non-U.S. persons in reliance on
Regulation S and pursuant to CFTC regulations and guidance.
Certain issues of U.S. Securities of BNPP may also be offered and sold in the United States to (i) persons
reasonably believed to be qualified institutional buyers ("QIBs") as defined in Rule 144A under the
Securities Act ("Rule 144A") and (ii) certain institutional accredited investors ("AIs") as defined in
Rule 501(a)(1), (2), (3), (7), (8) or (9) of Regulation D under the Securities Act. Certain issues of U.S.
Securities of BNPP B.V. may be offered and sold in the United States to persons reasonably believed to
be both QIBs and qualified purchasers ("QPs") as defined under the Investment Company Act.
Each purchaser of U.S. Securities within the United States is hereby notified that the offer and sale of such
Securities is being made in reliance upon an exemption from the registration requirements of the Securities
Act. For a description of certain further restrictions on offers and sales of the Securities and on the distribution
of this Base Prospectus, see "Offering and Sale" below.
U.S. Securities will, unless otherwise specified in the Final Terms, be sold through BNP Paribas Securities
Corp., a registered broker-dealer. Hedging transactions involving Physical Delivery Securities may not be
conducted unless in compliance with the Securities Act. See the Conditions below.
Securities related to a specified interest in an exchange traded instrument or basket of interests in exchange
traded instruments, a specified commodity or commodity index or basket of commodities and/or commodity
indices, a specified interest rate or basket of interest rates or a specified inflation index or basket of inflation
indices, a specified currency futures contract, a specified currency or basket of currencies, a specified fund
share or unit or fund index or basket of fund shares or units or fund indices, the credit of a specified reference
entity or reference entities, a specified futures contract or basket of futures contracts or Hybrid Securities
related to any of these asset classes, may not at any time be offered, sold, resold, held, traded, pledged,
exercised, redeemed, transferred or delivered, directly or indirectly, in the United States or to, by or for the
account or benefit of, persons that are (i) a "U.S. person" as defined in Regulation S; or (ii) a person other than
a "Non-United States person" as defined in Rule 4.7 under the Commodity Exchange Act; or (iii) a "U.S.
person" as defined in (a) the Interpretive Guidance and Policy Statement Regarding Compliance with Certain
Swap Regulations promulgated by the CFTC or (b) the final rule relating to Cross-Border Application of the
Registration Thresholds and Certain Requirements Applicable to Swap Dealers and Major Swap Participants
promulgated by the CFTC, in each case as amended, modified or supplemented from time to time, pursuant to
the Commodity Exchange Act; or (iv) any other "U.S. person" as such term may be defined in Regulation S
or in regulations or guidance adopted under the Commodity Exchange Act (each such person, a "U.S. person"),
unless expressly provided for pursuant to any applicable U.S. wrapper to the Base Prospectus. Any such
applicable U.S. wrapper may restrict the types of Securities that can be offered, sold, resold, held, traded,
pledged, exercised, redeemed, transferred or delivered and the terms of such Securities.
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
"Risks" on page 85 and "Offering and Sale" on page 1334. "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, Croatia, Denmark, Finland, Germany, Hungary, Ireland, Italy,
Luxembourg, Norway, Poland, Portugal, Romania, Slovakia, Spain, Sweden and the Czech Republic with a
certificate of approval attesting that the Base Prospectus has been drawn up in accordance with the Prospectus
Regulation.
In the event that the applicable Final Terms specify that the Securities are U.S. Securities, (A) the Securities
sold in the United States by BNPP to QIBs within the meaning of Rule 144A will be represented by one or
more global Securities (each, a "Rule 144A Global Security") issued and deposited with (1) a custodian for,

5

and registered in the name of a nominee of, The Depository Trust Company ("DTC") or (2) a common
depositary on behalf of Clearstream Banking, S.A. ("Clearstream, Luxembourg") or Euroclear Bank
S.A./N.V. ("Euroclear") and/or any other relevant clearing system, (B) the Securities sold in the United States
by BNPP to AIs will be issued and registered in definitive form (each, a "Private Placement Definitive
Security"), (C) the Securities sold in the United States by BNPP B.V. to QIBs who are QPs will be represented
by a Rule 144A Global Security or in the form of Private Placement Definitive Securities if sold to AIs who
are QPs, as may be indicated in any applicable U.S. wrapper to the Base Prospectus and (D) in any such case,
Securities sold outside the United States to non-U.S. persons will be represented by a one or more global
Securities (each, a "Regulation S Global Security") issued and deposited with a common depositary on behalf
of Clearstream, Luxembourg and Euroclear and/or any other relevant clearing system and may not be legally
or beneficially owned at any time by any U.S. person. In the event that the Final Terms do not specify that
Securities are eligible for sale within the United States or to U.S. persons, the Securities offered and sold
outside the United States to non-U.S. persons may not be legally or beneficially owned at any time by any U.S.
person and will be represented by a Clearing System Global Security or a Registered Global Security, as the
case may be.
BNPP's long-term credit ratings are A+ with a negative 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 negative 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 negative outlook
(Standard & Poor's) and BNPP B.V.'s short term credit ratings are A-1 (Standard & Poor's). 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 in accordance with the CRA Regulation. Moody's France SAS 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 SAS 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. 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,
but each is part of a group in respect of which one of its undertakings is (i) established in the United Kingdom,
and (ii) is registered in accordance with the UK CRA Regulation. As such, 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 until January 2022. 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.

6

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 (Chapter 289) 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 contain loss-absorption features and may be considered Loss-Absorption

7

Products under the HKMA Circular. Investors in Hong Kong should not purchase such Securities with
loss-absorption features unless they are Professional Investors and understand the risks involved. Such
Securities are general y 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 and UK Retail Investors Legend" 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) or (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 and UK Retail Investors Legend" as not applicable, the Securities may be offered, sold or
otherwise made available to any retail investor in the EEA 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 or (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

8

(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
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 Certificates 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
(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 may 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.

9

TABLE OF CONTENTS

Page
OVERVIEW OF THIS BASE PROSPECTUS ................................................................................................................ 12
RISKS ............................................................................................................................................................................... 27
INVESTMENT CONSIDERATIONS ............................................................................................................................. 87
USER'S GUIDE TO THE BASE PROSPECTUS .......................................................................................................... 108
AVAILABLE INFORMATION .................................................................................................................................... 112
FORWARD-LOOKING STATEMENTS ...................................................................................................................... 112
PRESENTATION OF FINANCIAL INFORMATION ................................................................................................. 112
DOCUMENTS INCORPORATED BY REFERENCE ................................................................................................. 113
SECURITY AND COLLATERAL IN RESPECT OF SECURED SECURITIES ........................................................ 131
SECURITY AND COLLATERAL IN RESPECT OF SECURED SECURITIES WHICH ARE NOTIONAL
VALUE REPACK SECURITIES .................................................................................................................... 138
DESCRIPTION OF THE CHARGED ASSETS ............................................................................................................ 142
PART I GENERAL ....................................................................................................................................... 142
PART II DESCRIPTION OF THE SWAP AGREEMENT .......................................................................... 143
PART III DESCRIPTION OF THE REPURCHASE AGREEMENT .......................................................... 148
PART IV DESCRIPTION OF THE COLLATERAL EXCHANGE AGREEMENT................................... 151
PART V DESCRIPTION OF CHARGED ASSET STRUCTURES ............................................................ 155
PART VI COLLATERAL EXCHANGE STRUCTURES ........................................................................... 208
PART VII CREDIT SUPPORT STRUCTURES .......................................................................................... 211
FORM OF FINAL TERMS FOR CERTIFICATES ...................................................................................................... 215
TERMS AND CONDITIONS OF THE SECURITIES .................................................................................................. 345
1.
Definitions.......................................................................................................................................... 348
2.
Type, Title and Transfer ..................................................................................................................... 366
3.
Status of the Securities and Guarantee ............................................................................................... 376
4.
Guarantee ........................................................................................................................................... 377
5.
General Provisions Relating to Settlement in Respect of Securities .................................................. 378
6.
General ............................................................................................................................................... 381
7.
Illegality and Force Majeure .............................................................................................................. 382
8.
Purchases............................................................................................................................................ 383
9.
Security Agents, Registrar, Determinations, Meetings Provisions and Modifications ...................... 383
10.
Notices ............................................................................................................................................... 395
11.
Expenses and Taxation ....................................................................................................................... 397
12.
Further Issues ..................................................................................................................................... 398
13.
Substitution of the Issuer or the Guarantor ........................................................................................ 398
14.
Governing Law and Submission to Jurisdiction................................................................................. 401
15.
Additional Disruption Events and Optional Additional Disruption Events ....................................... 402
16.
Knock-in Event and Knock-out Event ............................................................................................... 409
17.
Adjustments for European Monetary Union ...................................................................................... 415
18.
Contracts (Rights of Third Parties) Act 1999 ..................................................................................... 416
19. to 27. Intentionally left blank
28.
Certain Definitions Relating to Exercise, Valuation and Redemption ............................................... 416
29.
Form of Securities .............................................................................................................................. 424
30.
Type ................................................................................................................................................... 427
31.
Title and Transfer of Registered Certificates ..................................................................................... 428
32.
Interest ............................................................................................................................................... 429
33.
Premium Amount ............................................................................................................................... 467
34.
Redemption and Exercise ................................................................................................................... 469

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