Obligation BNP Paribas SA 12.1% ( XS1971689788 ) en EUR

BNP Paribas SA

100 % ⇌

France

XS1971689788 ( en EUR )

12.1% par an ( paiement annuel )

30/03/2021 - Obligation échue

Prospectus brochure de l'obligation BNP Paribas XS1971689788 en EUR 12.1%, échue

200 000 EUR

4 800 000 EUR

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 XS1971689788, paye un coupon de 12.1% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 30/03/2021

BASE PROSPECTUS
DATED 5 JUNE 2018
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 5.4 of the Prospectus Directive. Prospectus
Directive means Directive 2003/71/EC (as amended) and includes any relevant implementing measure in a
relevant Member State of the European Economic Area (the "EEA").
Application has been made to the Autorité des marchés financiers ("AMF") in France for approval of this
Base Prospectus in its capacity as competent authority pursuant to Article 212.2 of its Règlement Général
which implements the Prospectus Directive. 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 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) 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 Directive 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 3.2 of the Prospectus Directive (as
implemented in the relevant Member State(s)).
The Issuers may issue Securities for which no prospectus is required to be published under the Prospectus
Directive ("Exempt Securities") under this Base Prospectus. See "Exempt Securities" in the "General
1

Description of the Programme and Payout Methodology" section below. The AMF has neither approved nor
reviewed information contained in this Base Prospectus in connection with Exempt Securities.
Approval will also be granted by the Luxembourg Stock Exchange in accordance with Part IV of the
Luxembourg Act on prospectuses for securities dated 10 July 2005, as amended, 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") during the twelve-month
period after the date of approval of this Base Prospectus. This Base Prospectus also constitutes a prospectus
for the purpose of Part IV of the Luxembourg law on prospectuses for securities dated 10 July 2005, as
amended. The Euro MTF is not a regulated market for the purposes of Directive 2014/65/EU.
Under 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, global depositary receipt ("GDR") or
American depositary receipt ("ADR") or a basket of 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 or commodity index, or a basket of commodities 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 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 or fund indices, 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 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, 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 Directive, the minimum Specified Denomination will be EUR 1,000 (or, if
denominated in a currency other than euro, the equivalent amount in such currency).
The specific terms of each Tranche of Exempt Securities will be set out in a pricing supplement document
(the "Pricing Supplement"). In respect of Exempt Securities to be admitted to trading on the Euro MTF, the
applicable Pricing Supplement will be delivered to the Luxembourg Stock Exchange on or before the date of
issue of the Exempt Securities of the relevant Tranche and published on the website of the Luxembourg
Stock Exchange (www.bourse.lu). Copies of Pricing Supplements will be available from the specified office
of the Principal Paying Agent (subject as provided in paragraph 4 of "General Information", starting on page
1391). Any reference in this Base Prospectus to "Final Terms", "relevant Final Terms" or "applicable Final
Terms" will be deemed to include a reference to "Pricing Supplement", "relevant Pricing Supplement" or
"applicable Pricing Supplement" in relation to Exempt Securities, to the extent applicable.
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, the 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),
2

(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 a 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) 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 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
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/gm/public/LegalDocs.aspx).
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.
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
involve a high degree of risk and potential investors should be prepared to sustain a total loss of the
purchase price of their Securities. See "Risks" on pages 291 to 395.
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"). None of the Issuers has registered as an investment company
pursuant to the United States Investment Company Act of 1940, as amended (the "Investment

3

Company Act"). The Securities are being offered and sold in reliance on Regulation S under the
Securities Act ("Regulation S") may not be offered, sold, pledged, transferred or delivered, directly or
indirectly, in the United States or to, or for the account or benefit of, persons that are "U.S. persons"
as defined in Regulation S.
Neither the United States Securities and Exchange Commission (the "SEC") nor any 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 341. "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 to provide the competent authorities in Belgium, Italy, Luxembourg,
Poland, Portugal, Romania, Spain and the United Kingdom with a certificate of approval attesting that the
Base Prospectus has been drawn up in accordance with the Prospectus Directive.
BNPP's long-term credit ratings are A with a stable outlook (Standard & Poor's Credit Market Services
France SAS ("Standard & Poor's")), Aa3 with a stable outlook (Moody's Investors Service Ltd.
("Moody's")), A+ with a stable outlook (Fitch France S.A.S. ("Fitch France")) and AA (low) with a stable
outlook (DBRS Limited ("DBRS")) and BNPP's short-term credit ratings are A-1 (Standard & Poor's), P-1
(Moody's), F1 (Fitch France) and R-1 (middle) (DBRS). 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 credit ratings with a stable outlook (Standard & Poor's), A2 with a stable outlook
(Moody's France SAS ("Moody's France")) and A+ with a stable outlook (Fitch Ratings Limited ("Fitch"))
and BP2F's short-term credit ratings are A-1 (Standard & Poor's), P-1 (Moody's France) and F1 (Fitch).
BNPPF's long-term credit ratings are A with a stable outlook (Standard & Poor's), A2 with a stable outlook
(Moody's France) and A+ with a stable outlook (Fitch) and BNPPF's short-term credit ratings are A-1
(Standard & Poor's), P-1 (Moody's France) and F1 (Fitch). Each of Standard & Poor's, Moody's, Fitch
France, Moody's France, Fitch and DBRS 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, Fitch France, Moody's France, Fitch and DBRS 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. 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. Please also refer to "Credit Ratings may not Reflect all Risks" in the
Risks section of this Base Prospectus.
IMPORTANT NOTICES
The securities described in this Base Prospectus may only be offered in The Netherlands to Qualified
Investors (as defined in the Prospectus Directive).
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

4

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.
IMPORTANT EEA RETAIL INVESTORS If the Final Terms in respect of any Securities specifies
the "Prohibition of Sales to EEA 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 the EEA other than in the jurisdiction(s) for which a key information document will
be made available. If the Final Terms in respect of any Securities specifies "Prohibition of Sales to EEA
Retail Investors - Legend" as not applicable, the Securities may be offered, sold or otherwise made available
to any retail investor in the EEA, provided that, where a key information document is required pursuant to
the PRIIPs Regulation (as defined below), the Securities may only be offered, sold or otherwise made
available to retail investors in the EEA in jurisdiction(s) for which a key information document has been
made available. For these purposes, a retail investor means a person who is one (or more) of: (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 2002/92/EC (as amended, the "Insurance Mediation 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 Directive. Consequently, no key
information document required by 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.
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
(the "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 Benchmarks Regulation. Certain "benchmarks" may either (i) not fall
within the scope of the Benchmarks Regulation by virtue of Article 2 of that regulation or (ii) transitional
provisions in Article 51 of the Benchmarks Regulation may apply to certain other "benchmarks" which
would otherwise be in scope such that at the date of the relevant 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 Notes may include a
legend entitled "MiFID II product governance/target market assessment" which will outline the target market
assessment in respect of the Notes and which channels for distribution of the Notes are appropriate. Any
person subsequently offering, selling or recommending the Notes (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 Notes (by either adopting or refining the
target market assessment) and determining appropriate distribution channels.

5

TABLE OF CONTENTS

Page
PROGRAMME SUMMARY IN RELATION TO THIS BASE PROSPECTUS .............................................................. 8
PROGRAMME SUMMARY IN RELATION TO THIS BASE PROSPECTUS (IN FRENCH) ................................... 72
PRO FORMA ISSUE SPECIFIC SUMMARY OF THE PROGRAMME IN RELATION TO THIS BASE
PROSPECTUS ................................................................................................................................................. 143
PRO FORMA ISSUE SPECIFIC SUMMARY OF THE PROGRAMME IN RELATION TO THIS BASE
PROSPECTUS (IN FRENCH) ........................................................................................................................ 212
RISKS ............................................................................................................................................................................. 291
USER'S GUIDE TO THE BASE PROSPECTUS .......................................................................................................... 396
FORWARD LOOKING STATEMENTS ...................................................................................................................... 400
PRESENTATION OF FINANCIAL INFORMATION ................................................................................................. 400
DOCUMENTS INCORPORATED BY REFERENCE ................................................................................................. 401
GENERAL DESCRIPTION OF THE PROGRAMME AND PAYOUT METHODOLOGY UNDER THIS
BASE PROSPECTUS ...................................................................................................................................... 414
SECURITY AND COLLATERAL IN RESPECT OF SECURED SECURITIES ........................................................ 416
SECURITY AND COLLATERAL IN RESPECT OF SECURED SECURITIES WHICH ARE NOMINAL
VALUE REPACK SECURITIES .................................................................................................................... 422
DESCRIPTION OF THE CHARGED ASSETS ............................................................................................................ 425
PART I GENERAL ....................................................................................................................................... 425
PART II DESCRIPTION OF THE SWAP AGREEEMENT ..................................................................... 426
PART III DESCRIPTION OF THE REPURCHASE AGREEEMENT ....................................................... 430
PART IV DESCRIPTION OF THE COLLATERAL EXCHANGE AGREEEMENT ................................ 433
PART V DESCRIPTION OF THE CHARGED ASSET STRUCTURES .................................................. 437
PART VI COLLATERAL EXCHANGE STRUCTURES ........................................................................... 457
PART VII CREDIT SUPPORT STRUCTURES .......................................................................................... 460
FORM OF FINAL TERMS FOR NOTES ..................................................................................................................... 464
TERMS AND CONDITIONS OF THE NOTES ........................................................................................................... 562
1.
Form, Denomination, Title and Transfer ............................................................................................ 564
2.
Status of the Notes and Guarantee ...................................................................................................... 569
3.
Interest ................................................................................................................................................ 571
4.
Payments, Physical Delivery and Exchange of Talons ....................................................................... 585
5.
Redemption and Purchase .................................................................................................................. 606
6.
Taxation .............................................................................................................................................. 615
7.
Redenomination .................................................................................................................................. 617
8.
Events of Default and Enforcement .................................................................................................... 618
9.
Additional Disruption Events and Optional Additional Disruption Events ........................................ 621
10.
Illegality and Force Majeure............................................................................................................... 628
11.
Knock-in Event and Knock-out Event ................................................................................................ 629
12.
Automatic Early Redemption Event ................................................................................................... 634
13.
Definitions .......................................................................................................................................... 642
14.
Prescription ......................................................................................................................................... 651
15.
Replacement of Notes, Receipts, Coupons and Talons ...................................................................... 651
16.
Further Issues ..................................................................................................................................... 651
17.
Notices ................................................................................................................................................ 652
18.
Meetings of Noteholders, Voting Provisions, Modifications and Waiver .......................................... 653
19.
Agents and Registrar .......................................................................................................................... 661
20.
Substitution ......................................................................................................................................... 662
21.
Contracts (Rights of Third Parties) Act 1999 ..................................................................................... 666
22.
Governing Law and Submission to Jurisdiction ................................................................................. 666
23.
Recognition of Bail-in and Loss Absorption ...................................................................................... 668
ADDITIONAL TERMS AND CONDITIONS
ANNEX 1 Additional Terms and Conditions for Payouts ............................................................................... 671
ANNEX 2 Additional Terms and Conditions for Index Securities .................................................................. 739
ANNEX 3 Additional Terms and Conditions for Share Securities .................................................................. 765
ANNEX 4 Additional Terms and Conditions for ETI Securities ..................................................................... 779
ANNEX 5 Additional Terms and Conditions for Debt Securities .................................................................... 808

6

ANNEX 6 Additional Terms and Conditions for Commodity Securities ........................................................ 814
ANNEX 7 Additional Terms and Conditions for Inflation Index Securities .................................................... 824
ANNEX 8 Additional Terms and Conditions for Currency Securities ............................................................. 831
ANNEX 9 Additional Terms and Conditions for Fund Securities ................................................................... 838
ANNEX 10 Additional Terms and Conditions for Futures Securities ............................................................. 855
ANNEX 11 Additional Terms and Conditions for Underlying Interest Rate Securities .................................. 860
ANNEX 12 Additional Terms and Conditions for Credit Securities ............................................................... 864
ANNEX 13 Additional Terms and Conditions for Secured Securities ............................................................. 950
INDEX OF DEFINED TERMS ................................................................................................................................... 1161
USE OF PROCEEDS ................................................................................................................................................... 1217
DESCRIPTION OF BNPP INDICES........................................................................................................................... 1218
CONNECTED THIRD PARTY INDICES .................................................................................................................. 1279
FORM OF THE BNPP ENGLISH LAW GUARANTEE FOR UNSECURED NOTES ............................................ 1280
FORM OF THE BNPP ENGLISH LAW GUARANTEE FOR SECURED NOTES .................................................. 1285
FORM OF BNPP FRENCH LAW GUARANTEE FOR UNSECURED NOTES....................................................... 1291
FORM OF BNPP FRENCH LAW GUARANTEE FOR SECURED NOTES ............................................................ 1294
FORM OF THE BNPPF NOTE GUARANTEE .......................................................................................................... 1298
FORM OF THE NOTES .............................................................................................................................................. 1303
DESCRIPTION OF BNPP B.V .................................................................................................................................... 1307
DESCRIPTION OF BNPP ........................................................................................................................................... 1311
DESCRIPTION OF BP2F ............................................................................................................................................ 1312
DESCRIPTION OF BNPPF ......................................................................................................................................... 1317
BOOK-ENTRY CLEARANCE SYSTEMS ................................................................................................................ 1333
TAXATION ................................................................................................................................................................. 1335
BELGIAN TAXATION ............................................................................................................................................... 1336
FRENCH TAXATION ................................................................................................................................................. 1342
ITALIAN TAXATION ................................................................................................................................................ 1344
LUXEMBOURG TAXATION .................................................................................................................................... 1350
POLISH TAXATION ................................................................................................................................................... 1351
PORTUGUESE TAXATION ....................................................................................................................................... 1357
ROMANIAN TAXATION ........................................................................................................................................... 1360
SPANISH TAXATION ................................................................................................................................................ 1365
UNITED KINGDOM TAXATION.............................................................................................................................. 1368
U.S. DIVIDEND EQUIVALENT WITHHOLDING ................................................................................................... 1370
FOREIGN ACCOUNT TAX COMPLIANCE ACT .................................................................................................... 1372
OTHER TAXATION ................................................................................................................................................... 1373
CERTAIN CONSIDERATIONS FOR ERISA AND OTHER EMPLOYEE BENEFIT PLANS ............................... 1374
OFFERING AND SALE .............................................................................................................................................. 1377
GENERAL INFORMATION ....................................................................................................................................... 1391
RESPONSIBILITY STATEMENT .............................................................................................................................. 1408

7

PROGRAMME SUMMARY IN RELATION TO THIS BASE PROSPECTUS
Summaries are made up of disclosure requirements known as "Elements". These Elements are numbered in Sections A
 E (A.1 E.7). This Summary contains all the Elements required to be included in a summary for this type of
Securities, Issuers and Guarantors. Because some Elements are not required to be addressed, there may be gaps in the
numbering sequence of the Elements. Even though an Element may be required to be inserted in the summary because
of the type of Securities, Issuer and Guarantor(s), it is possible that no relevant information can be given regarding the
Element. In this case a short description of the Element should be included in the summary explaining why it is not
applicable.
Section A - Introduction and warnings

Element
Title

A.1
Warning that the

This summary should be read as an introduction to the Base
summary should be read
Prospectus and the applicable Final Terms. In this summary,
as an introduction and
unless otherwise specified and except as used in the first
provision as to claims
paragraph of Element D.3, "Base Prospectus" means the Base
Prospectus of BNPP B.V. and BP2F dated 5 June 2018 as
supplemented from time to time under the Note, Warrant and
Certificate Programme of BNPP B.V., BNPP and BP2F. In the
first paragraph of Element D.3, "Base Prospectus" means the
Base Prospectus of BNPP B.V. and BP2F dated 5 June 2018
under the Note, Warrant and Certificate Programme of BNPP
B.V., BNPP and BP2F.

Any decision to invest in any Securities should be based on a
consideration of this Base Prospectus as a whole, including any
documents incorporated by reference and the applicable Final
Terms.

Where a claim relating to information contained in the Base
Prospectus and the applicable Final Terms is brought before a
court in a Member State of the European Economic Area, the
plaintiff may, under the national legislation of the Member State
where the claim is brought, be required to bear the costs of
translating the Base Prospectus and the applicable Final Terms
before the legal proceedings are initiated.

No civil liability will attach to the Issuer or the Guarantor (if
any) in any such Member State solely on the basis of this
summary, including any translation hereof, unless it is
misleading, inaccurate or inconsistent when read together with
the other parts of this Base Prospectus and the applicable Final
Terms or, following the implementation of the relevant
provisions of Directive 2010/73/EU in the relevant Member
State, it does not provide, when read together with the other
parts of this Base Prospectus and the applicable Final Terms,
key information (as defined in Article 2.1(s) of the Prospectus
Directive) in order to aid investors when considering whether to

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Element
Title

invest in the Securities.
A.2
Consent as to use the
Certain issues of Securities with a denomination of less than EUR100,000 (or
Base Prospectus, period
its equivalent in any other currency) may be offered in circumstances where
of validity and other
there is no exemption from the obligation under the Prospectus Directive to
conditions attached
publish a prospectus. Any such offer is referred to as a "Non-exempt Offer".
Subject to the conditions set out below, the Issuer consents to the use of this
Base Prospectus in connection with a Non-exempt Offer of Securities by the
Managers, any financial intermediary named as an Authorised Offeror in the
applicable Final Terms and any financial intermediary whose name is
published
on
BNPP's
website
(https://rates-
globalmarkets.bnpparibas.com/gm/Public/LegalDocs.aspx) (in the case of
Securities issued by BNPP B.V.) or BP2F's website (www.bp2f.lu) and
BNPPF's website (www.bnpparibasfortis.be/emissions) (in the case of
Securities issued by BP2F) and identified as an Authorised Offeror in respect
of the relevant Non-exempt Offer and (if "General Consent" is specified in
the applicable Final Terms) any financial intermediary which is authorised to
make such offers under applicable legislation implementing the Markets in
Financial Instruments Directive (Directive 2014/65/EU) and publishes on its
website the following statement (with the information in square brackets
being duly completed with the relevant information):

"We, [insert legal name of financial intermediary], refer to the offer of [insert
title of relevant Securities] (the "Securities") described in the Final Terms
dated [insert date] (the "Final Terms") published by [ ] (the
"Issuer"). In consideration of the Issuer offering to grant its consent to our
use of the Base Prospectus (as defined in the Final Terms) in connection with
the offer of the Securities in the Non-exempt Offer Jurisdictions specified in
the applicable Final Terms during the Offer Period and subject to the other
conditions to such consent, each as specified in the Base Prospectus, we
hereby accept the offer by the Issuer in accordance with the Authorised
Offeror Terms (as specified in the Base Prospectus) and confirm that we are
using the Base Prospectus accordingly."

Offer period: The Issuer's consent is given for Non-exempt Offers of
Securities during the Offer Period specified in the applicable Final Terms.

Conditions to consent: The conditions to the Issuer's consent (in addition to
the conditions referred to above) are that such consent (a) is only valid during
the Offer Period specified in the applicable Final Terms; and (b) only extends
to the use of this Base Prospectus to make Non-exempt Offers of the relevant
Tranche of Securities in the Non-exempt Offer Jurisdictions specified in the
applicable Final Terms.

AN INVESTOR INTENDING TO PURCHASE OR PURCHASING
ANY SECURITIES IN A NON-EXEMPT OFFER FROM AN
AUTHORISED OFFEROR WILL DO SO, AND OFFERS AND SALES
OF SUCH SECURITIES TO AN INVESTOR BY SUCH AUTHORISED
OFFEROR WILL BE MADE, IN ACCORDANCE WITH THE TERMS

9

Element
Title

AND CONDITIONS OF THE OFFER IN PLACE BETWEEN SUCH
AUTHORISED OFFEROR AND SUCH INVESTOR INCLUDING
ARRANGEMENTS IN RELATION TO PRICE, ALLOCATIONS,
EXPENSES AND SETTLEMENT. THE RELEVANT INFORMATION
WILL BE PROVIDED BY THE AUTHORISED OFFEROR AT THE
TIME OF SUCH OFFER.

Section B - Issuers and Guarantors

Element
Title

B.1
Legal and commercial
Securities may be issued under this Base Prospectus under the Note, Warrant
name of the Issuer
and Certificate Programme by BNP Paribas Issuance B.V. ("BNPP B.V.") or
BNP Paribas Fortis Funding ("BP2F" and, together with BNPP B.V. each an
"Issuer").
B.2
Domicile/ legal form/

BNPP B.V. was incorporated in the Netherlands as a private
legislation/ country of
company with limited liability under Dutch law having its registered
incorporation
office at Herengracht 595, 1017 CE Amsterdam, the Netherlands;
and

BP2F was incorporated as a société anonyme under the laws of the
Grand Duchy of Luxembourg having its registered office at 19, rue
Eugène Ruppert, L-2453 Luxembourg, Grand Duchy of
Luxembourg.
B.4b
Trend information
In respect of BP2F:

Macroeconomic environment

BP2F is dependent upon BNPPF. BP2F is 99.995% owned by BNPPF and is
specifically involved in the issuance of securities such as notes or other
obligations which are developed, set up and sold to investors via
intermediaries, including BNPPF. BP2F enters into hedging transactions with
BNPPF and with other entities of the BNP Paribas Group. As a consequence,
the Trend Information with respect to BNPPF shall also apply to BP2F. BP2F
may also enter into hedging transactions with third parties not belonging to
the BNP Paribas Group.

In respect of BNPP B.V:

BNPP B.V. is dependent upon BNPP. BNPP B.V. is a wholly owned
subsidiary of BNPP specifically involved in the issuance of securities such as
notes, warrants or certificates or other obligations which are developed, setup
and sold to investors by other companies in the BNPP Group (including
BNPP). The securities are hedged by acquiring hedging instruments and/or
collateral from BNP Paribas and BNP Paribas entities as described in Element
D.2 below. As a consequence, the Trend Information described with respect to

10