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BNP Paribas Capital/Financing Update 2013

Oct 25, 2013

1158_rns_2013-10-25_e40d29e6-76c7-487a-83a2-bfa827fada6c.pdf

Capital/Financing Update

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FINAL TERMS

dated 23 October 2013

BNP PARIBAS

(incorporated in France)

(as Issuer)

Issue of EUR 200,000,000 2.875 per cent. Fixed Rate Notes due 26 September 2023

Series 15565 Tranche 3

to be consolidated (assimilables for the purposes of French law) and form a single Series with EUR 1,250,000,000 2.875 per cent. Fixed Rate Notes due 26 September 2023 issued on 26 February 2013 and EUR 270,000,000 2.875 per cent. Fixed Rate Notes due 26 September 2023 issued on 8 July 2013

under the €90,000,000,000 Euro Medium Term Note Programme (the Programme)

PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the "Conditions") set forth under the section entitled "Terms and Conditions of the Notes" in the Base Prospectus dated 1 June 2012 which is incorporated by reference in the Base Prospectus dated 3 June 2013. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive, and must be read in conjunction with the Base Prospectus dated 3 June 2013 which received visa no 13-258 from the Autorité des marchés financiers ("AMF") on 3 June 2013 and the Supplements to the Base Prospectus dated 8 August 2013 and 2 October 2013, which together constitute a base prospectus for the purposes of the Prospectus Directive (the "Base Prospectus"), including the terms and conditions of the Notes contained in the base prospectus of, inter alios, BNPP dated 1 June 2012 incorporated by reference in the Base Prospectus. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms, the Base Prospectus and the Supplements to the base Prospectus. A summary of the Notes (which comprises the Summary in the Base Prospectus as amended to reflect the provisions of these Final Terms) is annexed to these Final Terms. The Base Prospectus, the Supplements to the Base Prospectus and these Final Terms are available for viewing at, and copies may be obtained from the Principal Paying Agent and will be available on the AMF website (www.amf-france.org).

    1. Issuer: BNP Paribas
  • $2.$ $(i)$ Series Number:

$(ii)$

15565

3

Tranche Number:

The Notes will on or about the date which is 40 days following the Issue Date be consolidated (assimilables for the purposes of French law) and form a single Series with Tranche 1 EUR 1,250,000,000 2.875 per cent. Notes due 26 September 2023 issued on 26 February 2013 and Tranche 2 EUR 270,000,000 2.875 per cent. Fixed Rate Notes due 26 September 2023 issued on 8 July 2013.

  1. Specified Currency: Euro (EUR)

  2. Aggregate Nominal Amount:

(i) Series: EUR 1,720,000,000
(ii) Tranche: EUR 200,000,000
5. Issue Price of Tranche: 98.937 per cent. of the Aggregate Nominal Amount
plus accrued interest from and including the Interest
Commencement Date to but excluding the Issue Date
amounting to EUR 456,849.32.
6. Minimum Trading Size: Not applicable
7. (i) Specified Denominations: EUR 1,000
(ii) Calculation Amount
(Applicable to Notes in
definitive form):
EUR 1,000
8. (i) Issue Date: 25 October 2013
(ii) Interest Commencement
Date (if different from the
Issue Date):
26 September 2013
9. Maturity Date: 26 September 2023
10. Form of Notes: Bearer
11. Interest Basis: 2.875 per cent. Fixed Rate per annum
(further particulars specified below)
12. Redemption/Payment Basis: Redemption at par
13. Change of Interest Basis or
Redemption/Payment Basis:
Not applicable
14. Put/Call Options: Not applicable
15. Exchange Rate Not applicable
16. Status of the Notes: Senior
17. Knock-in Event: Not applicable
18. Knock-out Event: Not applicable
19. Method of distribution: Syndicated
20. Interest: Applicable
(i) Interest Periods: From and including 26 September in each year to but
excluding the next 26 September up to the Maturity
Date
(ii) Interest Period End Dates: 26 September in each year
(iii) Business Day Convention
for Interest Period End
Dates:
Not applicable
(iv) Interest Payment Dates: 26 September in each year from and including 26
September 2014 to and including the Maturity Date
(v) Business Day Convention
for Interest Payment Dates:
Modified Following
(v i ) Party responsible for
calculating the Rate of
Interest and Interest
Not applicable
Amounts (if not the
Calculation Agent):
(vii) Margin(s): Not applicable
(viii) Minimum Interest Rate: Not applicable
(ix) Maximum Interest Rate: Not applicable
(x) Day Count Fraction: Actual/Actual ICMA (adjusted)
(x i ) Determination Dates: 26 September in each year
(xii) Accrual to Redemption: Not applicable
(xiii) Rate of Interest: Fixed Rate
21. Fixed Rate Provisions: Applicable
(i) Fixed Rate of Interest: 2.875 per cent. per annum payable annually in arrear
on each Interest Payment Date
(ii) Fixed Coupon Amount: EUR 28.75 per Calculation Amount
(iii) Broken Amount: Not applicable
22. Floating Rate Provisions: Not applicable
23. Zero Coupon Provisions: Not applicable
24. Index Linked Interest Provisions: Not applicable
25. Share Linked Interest Provisions Not applicable
26. Inflation Linked Interest Provisions: Not applicable
27. Provisions: Commodity Linked Interest Not applicable
28. Fund Linked Interest Provisions: Not applicable
29. ETI Linked Interest Provisions: Not applicable
30. Foreign Exchange (FX) Rate
Linked Interest Provisions:
Not applicable
31. Underlying Interest Rate Linked
Interest Provisions:
Not applicable
32. Additional Business Centre(s)
(Condition 3(b) of the Terms and
Conditions of the English Law
Notes or Condition 3(b) of the
Terms and Conditions of the
French Law Notes, as the case
may be):
Not applicable
33. Final Redemption: EUR 1,000 per Calculation Amount
34. Final Payout: Not applicable
35. Automatic Early Redemption: Not applicable
36. Issuer Call Option: Not applicable
37. Noteholder Put Option: Not applicable
38. Aggregation: Not applicable
39. Index Linked Redemption Amount: Not applicable
40. Share Linked Redemption Amount: Not applicable
41. Amount: Inflation Linked Redemption Not applicable
42. Amount Commodity Linked Redemption Not applicable
43. Fund Linked Redemption Amount: Not applicable
44. Credit Linked Notes: Not applicable
45. ETI Linked Redemption Amount: Not applicable
46. Foreign Exchange
(FX)
Rate
Linked Redemption Amount:
Not applicable
47. Redemption Amount: Underlying Interest Rate Linked Not applicable
48. Early Redemption Amount: As set out in Condition 5(e)
49. Provisions applicable to Physical
Delivery:
Not applicable
50. Variation of Settlement:
(i)
settlement:
Issuer's option to vary The Issuer does not have the option
to vary
settlement in respect of the Notes.
(ii) Variation of Settlement of
Physical Delivery Notes:
Not applicable
51. Form of Notes: Bearer Notes:
New Global Note: Yes
Temporary Bearer Global Note exchangeable for a
Permanent Bearer Global Note which is exchangeable
for definitive Bearer Notes only upon an Exchange
Event.
52. Financial Centre(s) or other special
provisions
relating
to
Payment
Days
for
the
purposes
of
Condition 4(a):
Not applicable
53. Talons mature): Talons for future Coupons or
Receipts to be attached to definitive
Notes (and dates on which such
No
54. Details relating to Partly Paid
Notes: amount of each payment
comprising the Issue Price and
date on which each payment is to
be made and, if different from those
specified in the Temporary Global
Not applicable
Note, consequences of failure to
pay, including any right of the
Issuer to forfeit the Notes and
interest due on late payment:
55. Details relating
to
Notes
redeemable in instalments: amount
of each instalment, date on which
each payment is to be made:
Not applicable
56. Redenomination, renominalisation
and reconventioning provisions:
Not applicable
57. Notes): Masse (Condition 12 of the Terms
and Conditions of the French Law
Not applicable
58. Governing law: English law
DISTRIBUTION
59. (i) If syndicated, names of Lead Manager:
Managers and underwriting
commitments (specifying
BNP Paribas UK Limited (EUR 190,000,000)
Lead Manager): Senior Co-Lead Managers:
Commerzbank Aktiengesellschaft
Danske Bank A/S (EUR 5,000,000 each)
(i) Stabilising Manager (if
$any)$ :
BNP Paribas UK Limited
60. Total commission and concession: 0.115 per cent. of the Aggregate Nominal Amount
61. U.S. Selling Restrictions: Reg. S Compliance Category 2; TEFRA D
62. Non exempt Offer: Not applicable

RESPONSIBILITY

The Issuer accepts responsibility for the information contained in these Final Terms.

Signed on behalf of the Issuer: $\sigma$ $\mathcal{C}$ By:

Duly authorised

PART B - OTHER INFORMATION

Listing and Admission to trading 1.

  • Application has been made by the Issuer (or on its behalf) Listing: $(i)$ for the Notes to be admitted to trading on Euronext Paris and listed on Euronext Paris with effect from the Issue Date.
  • Admission to trading: Application has been made by the Issuer (or on its behalf) $(ii)$ for the Notes to be admitted to trading on Euronext Paris and listed on Euronext Paris with effect from the Issue Date. Notes issued under Tranche 1 of Series 15565 were admitted to trading on Euronext Paris on 26 February 2013 and Notes issued under Tranche 2 of Series 15565 were admitted to trading on Euronext Paris on 8 July 2013.
  • EUR 5.625 $(iii)$ Estimate of total expenses admission to related to trading:

$2.$ Ratings

Ratings:

The Notes to be issued are expected to be rated:

A+ by Standard & Poor's Rating Services ("S&P")

A2 by Moody's Investors Service Ltd ("Moody's")

A+ by Fitch Ratings Ltd ("Fitch")

As defined by S&P, an A+ rating means that the Issuer's capacity to meet its financial commitment under the Notes is very strong.

Obligations rated A2 by Moody's are judged to be of high quality and are subject to very low credit risk.

As defined by Fitch an A+ rating denotes a very low expectation of credit risk. It indicates a very strong capacity for timely payment of financial commitments. Such capacity is not significantly vulnerable to foreseeable events.

3. Interests of Natural and Legal Persons involved in the Issue

Save for any fees payable to the Managers, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.

Reasons for the Offer, Estimated Net Proceeds and Total Expenses 4.

  • $(i)$ Reasons for the offer See "Use of Proceeds" wording in the Base Prospectus
  • $(ii)$ Estimated net proceeds: EUR 198,100,849.32
  • $(iii)$ Estimated total expenses: EUR 5,625

5. Fixed Rate Notes only - Yield

Indication of yield:

3.00 per cent.

The yield is calculated at the Issue Date on the basis of the Issue Price. It is not an indication of future yield.

Floating Rate Notes only - Historic Interest Rates 6.

Not applicable

  1. Performance of Index/ Share/ Commodity/ Inflation/ Foreign Exchange Rate/ Fund/ Reference Entity/ Entities/ ETI Interest/ Underlying Interest Rate and Other Information concerning the Underlying Reference

Not applicable

8. OPERATIONAL INFORMATION

  • ISIN Code: $(i)$ Temporary ISIN: XS0984559491 Permanent ISIN: XS0895249620 Temporary Common Code: 098455949 $(ii)$ Common Code: Permanent Common Code: 089524962
  • $(iii)$ Any clearing system(s) other than Euroclear and Clearstream, Luxembourg approved by the Issuer and the Principal Paving Agent and the relevant identification number(s):

$(iv)$ Delivery:

  • $(v)$ Additional Paying Agent(s) (if $any)$ :
  • $(vi)$ Intended to be held in a manner which would allow Eurosystem eligibility:

Delivery against payment

Not applicable

Not applicable

Yes. Note that the designation "yes" simply means that the Notes are intended upon issue to be deposited with one of the ICSDs as common safe-keeper and does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met.

$(vii)$ Name and address of Registration Agent:

$9z$ Public Offers

$10.$ Placing and Underwriting Not applicable

Not applicable Not applicable

ANNEX

Summary of the Notes

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 Notes and Issuer. 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 Notes, Issuer, 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.

Element Title
A.1 Warning that the
should
summary
be read
as an
introduction
and
provision
to
as
claims
This summary should be read as an introduction to the Base
$\bullet$
Prospectus and the applicable Final Terms.
Any decision to invest in any Notes should be based on a
consideration of the 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
۰
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 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 the
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 the 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 invest in
the Notes.
A.2 Consent as to use
the Base
Prospectus,
period of validity
and other
Not applicable

Section A - Introduction and warnings

conditions

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экиен.
______
__
------------
--

Section B - Issuer

Element Title
B.1 Legal and
commercial
name of the
Issuer
BNP Paribas ("BNPP" or the "Bank" or the "Issuer").
B.2 Domicile/ legal
form/ legislation/
country of
incorporation
The Issuer was incorporated in France as a société anonyme under French
law and licensed as a bank, having its head office at 16, boulevard des
Italiens - 75009 Paris, France.
B.4b Trend
information
Macroeconomic Conditions: The Bank's results of operations are
affected by the macroeconomic and market environment. Given the nature
of its business, the Bank is particularly susceptible to macroeconomic and
market conditions in Europe, which have experienced disruptions in recent
years.
While global economic conditions generally improved over the course of
2012, growth prospects diverge for advanced and developing economies in
2013 and going forward. In the Euro-zone, sovereign spreads came down
in 2012 from historically high levels, although uncertainty remains over the
solvability of certain sovereigns and the extent to which E.U. member
states are willing to provide additional financing.
Legislation and Regulations Applicable to Financial Institutions: The
Bank is affected by legislation and regulations applicable to global financial
institutions, which are undergoing significant change in the wake of the
global financial crisis. New measures that have been proposed and
adopted include more stringent capital and liquidity requirements, taxes on
financial transactions, restrictions and taxes on employee compensation,
limits on commercial banking activities, restrictions of types of financial
products, increased internal control and transparency requirements, more
stringent business conduct rules, mandatory reporting and clearing of
derivative transactions, requirements to mitigate risks relating to OTC
derivatives and the creation of new and strengthened regulatory bodies.
New or proposed measures that affect or will affect the Bank include the
Basel 3 and CRD4 prudential frameworks, the related requirements
announced by the EBA, the designation of the Bank as a systemically
important financial institution by the FSB, the French banking law, the E.U.
Liikanen proposal and the Federal Reserve's proposed framework for the
regulation of foreign banks.
B.5 Description of
the Group
BNPP is a European leading provider of banking and financial services and
has four domestic retail banking markets in Europe, namely in Belgium,
France, Italy and Luxembourg. It is present in 78 countries and has almost
190,000 employees, including over 145,000 in Europe. BNPP is the parent
company of the BNP Paribas Group (the "BNPP Group").
B.9 Profit forecast or
estimate
Not applicable, the Issuer has not made a profit forecast or estimate.
B.10 Audit report
qualifications
historical financial information included in the Base Prospectus. Not applicable, there are no qualifications in any audit report on the
B.12 Selected historical key financial information:
In millions of EUR
31/12/2011 31/12/2012
Revenues 42,384 39,072
Cost of risk (6, 797) (3,941)
Net income, Group share 6,050 6,564
Common Equity Tier 1 Ratio (Basel)
2.5)
9.6% 11.8%
Tier 1 Ratio 11.6% 13.6%
Total consolidated balance sheet 1,965,283 1,907,200
Consolidated loans and receivables
due from customers
665,834 630,520
Consolidated items due to
customers
546,284 539,513
Shareholders' equity (Group share) 75,370 85,444
Comparative Interim, Financial Data - In millions of EUR
30/06/2012 30/06/2013
Revenues 19,984 19,972
Cost of risk (1,798) (2,087)
Net income, Group share 4,719 3,347
Common Equity Tier 1 Ratio (Basel
2.5)
10.9% 12.2%
Tier 1 Ratio 12.7% 13.6%
Total consolidated balance sheet 1,969,943 1,861,338
Consolidated loans and receivables
due from customers
657,441 623,587
Consolidated items due to
customers
535,359 554,198
Shareholders' equity (Group share) 81,721 86,136
Statements of no significant or material adverse change
There has been no significant change in the financial or trading position of the BNPP Group
since 30 June 2013 and there has been no material adverse change in the prospects of BNPP
Group since 31 December 2012.
31 December 2012. There has been no significant change in the financial or trading position of the Issuer since 30
June 2013 and there has been no material adverse change in the prospects of the Issuer since
B.13 Events impacting
the Issuer's
solvency
of the Issuer's solvency since 31 December 2012. Not applicable, to the best of the Issuer's knowledge, there have not been
any recent events which are to a material extent relevant to the evaluation
B.14 Dependence
upon other group
members of the BNPP Group. Subject to the following paragraph, BNPP is not dependent upon other
entities Element B.5 above. In April 2004, BNPP began outsourcing IT Infrastructure Management
Services to the "BNP Paribas Partners for Innovation" (BP 2 I) joint venture
set up with IBM France at the end of 2003. BP 2 I provides IT Infrastructure
Management Services for BNPP and several BNPP subsidiaries in France,
Switzerland, and Italy. In mid-December 2011 BNPP renewed its
agreement with IBM France for a period lasting until end-2017. At the end
of 2012, the parties entered into an agreement to gradually extend this
arrangement to BNP Paribas Fortis as from 2013. BP 2 I is 50/50-owned by
BNPP and IBM France; IBM France is responsible for daily operations, with
a strong commitment of BNPP as a significant shareholder. See also
B.15 Principal
activities
$\bullet$ BNP Paribas holds key positions in its three activities:
Retail Banking, which includes:
a set of Domestic Markets, comprising:
$\bullet$ French Retail Banking (FRB),
banking, BNL bancacommerciale (BNL bc), Italian retail
Belgian Retail Banking (BRB),
Other Domestic Markets activities,
Luxembourg Retail Banking (LRB);
including
International Retail Banking, comprising:
Europe-Mediterranean,
BancWest;
Personal Finance;
Investment Solutions; and
$\bullet$
Corporate and Investment Banking (CIB).
Controlling
shareholders
None of the existing shareholders controls, either directly or indirectly, the
Issuer. The main shareholders are Société Fédérale de Participations et
d'Investissement (SFPI) a public-interest société anonyme (public limited
company) acting on behalf of the Belgian government holding 10.3% of the
share capital as at 30 June 2013; AXA holding 2.9% of the share capital as
at 30 June 2013 and Grand Duchy of Luxembourg holding 1.0% of the
share capital as at 30 June 2013. To BNPP's knowledge, no shareholder
other than SFPI owns more than 5% of its capital or voting rights.
Solicited credit
ratings
BNPP's long term credit ratings are A+ with a negative outlook (Standard &
Poor's Credit Market Services France SAS), A2 with a stable outlook
(Moody's Investors Service Ltd.) and A+ with a stable outlook (Fitch France
S.A.S.). The Notes are expected to be rated as follows:
A+ by Standard & Poor's Rating Services ("S&P")
A2 by Moody's Investors Service Ltd ("Moody's")
A+ by Fitch Ratings Ltd ("Fitch")
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

Section C - Notes

Element Title
C.1 Type and class
of Notes/
ISIN
The Notes are issued in Series. The Series Number of the Notes is 15565.
The Tranche number is 3.
The Notes will on or about the date which is 40 days following 25 October
2013 be consolidated (assimilables for the purposes of French law) and form
a single Series with Tranche 1 EUR 1,250,000,000 2.875 per cent. Notes due
26 September 2023 issued on 26 February 2013 and Tranche 2 EUR
270,000,000 2.875 per cent. Fixed Rate Notes due 26 September 2023
issued on 8 July 2013.
The Temporary ISIN is: XS0984559491.
The Permanent ISIN will be: XS0895249620
The Temporary Common Code is: 098455949
The Permanent Common Code will be: 089524962.
The Notes are cash settled Notes.
C.2 Currency The currency of this Series of Notes is EUR $(6)$ .
C.5 Restrictions on
free
transferability
The Notes will be freely transferable, subject to the offering and selling
restrictions in Subscription and Sale in the Base Prospectus and under the
Prospectus Directive and the laws of any jurisdiction in which the relevant
Notes are offered or sold.
C.8 Rights attaching
to the Notes
Notes issued under the Programme will have terms and conditions relating to,
among other matters:
Status and Subordination
The Notes are Senior Notes.
Senior Notes constitute direct, unconditional, unsecured and unsubordinated
obligations of the Issuer and rank and will rank pari passu among themselves
and at least pari passu with all other direct, unconditional, unsecured and
unsubordinated indebtedness of the Issuer (save for statutorily preferred
exceptions).
Negative pledge
The terms of the Notes will not contain a negative pledge provision.
Events of Default
The terms of the Senior Notes will contain events of default including non-
payment, non-performance or non-observance of the Issuer's obligations in
respect of the Notes and the insolvency or winding up of the Issuer.
Meetings
The terms of the Notes will contain provisions for calling meetings of holders
of such Notes to consider matters affecting their interests generally. These
provisions permit defined majorities to bind all holders, including holders who
did not attend and vote at the relevant meeting and holders who voted in a
manner contrary to the majority.
Taxation
All payments in respect of Notes will be made without deduction for or on
account of withholding taxes imposed by France or any political subdivision
or any authority thereof or therein having power to tax or any other jurisdiction
or any political subdivision thereof or therein to which BNPP becomes subject
in respect of the Notes, unless such deduction or withholding is required by
law. In the event that any such deduction is made, the Issuer will, save in
certain limited circumstances, be required to pay additional amounts to cover
the amounts so deducted.
Payments will be subject in all cases to (i) any fiscal or other laws and
regulations applicable thereto in the place of payment, but without prejudice
to the provisions of Condition 6 of the Terms and Conditions of the English
Law Notes, (ii) any withholding or deduction required pursuant to an
agreement described in Section 1471(b) of the U.S. Internal Revenue Code
of 1986 (the "Code") or otherwise imposed pursuant to Sections 1471
through 1474 of the Code, any regulations or agreements thereunder, any
official interpretations thereof, or (without prejudice to the provisions of
Condition 6 of the Terms and Conditions of the English Law Notes) any law
implementing an intergovernmental approach thereto, and (iii) any
withholding or deduction required pursuant to Section 871(m) of the Code.
Governing law
This Series of Notes is governed by English law.
C.9 Interest/
Redemption
Interest
The Notes pay interest from 26 September 2013 (the Interest
Commencement Date) at the fixed rate of 2.875 per cent. per annum. The
yield of the Notes is 3.00 per cent. Interest will be paid annually in arrear on
26 September in each year. The first interest payment will be made on 26
September 2014.
Redemption
Unless previously redeemed or cancelled, each Note will be redeemed on 26
September 2023 at par.
Representative of Noteholders
No representative of the Noteholders has been appointed by the Issuer.
Please also refer to item C.8 above for rights attaching to the Notes.
C.10 Derivative
component in
the interest
payment
Not applicable
C.11 Admission to
Trading
Application has been made by the Issuer (or on its behalf) for the Notes to be
admitted to trading on Euronext Paris.
C.15 How the value
of the
investment in
derivative
securities is
affected by the
value of the
underlying
assets
Not applicable. The Notes are not derivative securities.
C.16 Maturity Not applicable. The Notes are not derivative securities.
C.17 Settlement
Procedure
This Series of Notes is cash settled.
The Issuer does not have the option to vary settlement.
C.18 Return on
derivative
securities
Not applicable. The Notes are not derivative securities.
C.19 Final reference
οf
the
price
Underlying
Not applicable, there is no final reference price of the Underlying.
C.20 Underlying Not applicable, there is no underlying reference.

Section D - Risks

Element Title
D.2 Key risks
regarding the
Issuer
There are certain factors that may affect the Issuer's ability to fulfil its
obligations under the Notes issued under the Programme.
Twelve main categories of risk are inherent in BNPP's activities:
Credit Risk
1.
2.
Counterparty Risk;
3.
Securitisation;
Market Risk;
4.
5.
Operational Risk;
6.
Compliance and Reputation Risk;
7.
Concentration Risk;
8.
Asset-liability management Risk;
9.
Breakeven Risk;
10.
Strategy Risk;
11.
Liquidity and refinancing Risk;
12.
Insurance subscription Risk.
Difficult market and economic conditions could have a material adverse
effect on the operating environment for financial institutions and hence on
BNPP's financial condition, results of operations and cost of risk.
Legislative action and regulatory measures taken in response to the global
financial crisis may materially impact BNPP and the financial and
economic environment in which it operates.
BNPP's access to and cost of funding could be adversely affected by a
resurgence of the Euro-zone sovereign debt crisis, worsening economic
conditions, further rating downgrades or other factors.
A substantial increase in new provisions or a shortfall in the level of
previously recorded provisions could adversely affect BNPP's results of
operations and financial condition.
BNPP may incur significant losses on its trading and investment activities
due to market fluctuations and volatility.
BNPP may generate lower revenues from brokerage and other
commission and fee-based businesses during market downturns.
Protracted market declines can reduce liquidity in the markets, making it
harder to sell assets and possibly leading to material losses.
Significant interest rate changes could adversely affect BNPP's revenues
or profitability.
The soundness and conduct of other financial institutions and market
participants could adversely affect BNPP.
BNPP's competitive position could be harmed if its reputation is damaged.
An interruption in or a breach of BNPP's information systems may result in
lost business and other losses.
Unforeseen external events can interrupt BNPP's operations and cause
substantial losses and additional costs.
BNPP is subject to extensive and evolving regulatory regimes in the
countries and regions in which it operates.
Notwithstanding BNPP's risk management policies, procedures and
methods, it could still be exposed to unidentified or unanticipated risks,
which could lead to material losses.
BNPP's hedging strategies may not prevent losses.
BNPP may experience difficulties integrating acquired companies and may
be unable to realise the benefits expected from its acquisitions.
Intense competition, especially in France where it has the largest single
concentration of its businesses, could adversely affect BNPP's revenues
and profitability.
D.3 Key risks
regarding the
Notes
In addition to the risks relating to the Issuer (including the default risk) that
may affect the Issuer's ability to fulfil its obligations under the Notes, there
are certain factors which are material for the purposes of assessing the
market risks associated with Notes issued under the Programme, including
that the Notes are unsecured obligations, the trading market for Notes may
be volatile and may be adversely impacted by many events, an active
secondary market may never be established or may be illiquid and that this
may adversely affect the value at which an investor may sell its Notes,
investors may suffer a partial or total loss of the amount of their
investment, the Notes may have a minimum trading amount and if,
following the transfer of any Notes, a Noteholder holds fewer Notes than
the specified minimum trading amount, such Noteholder will not be
permitted to transfer their remaining Notes prior to redemption without first
purchasing enough additional Notes in order to hold the minimum trading
amount, the Notes may be redeemed in the case of illegality or
impracticability and such cancellation or redemption may result in an
investor not realising a return on an investment in the Notes, the meetings
of Holders provisions permit defined majorities to bind all Holders, any
judicial decision or change to an administrative practice or change to
English law or French law, as applicable, after the date of the Base
Prospectus could materially adversely impact the value of any Notes
affected by it, a reduction in the rating, if any, accorded to outstanding debt
securities of the Issuer by a credit rating agency could result in a reduction
in the trading value of the Notes, certain conflicts of interest may arise (see
Element E.4 below).
D.6 Risk warning In the event of the insolvency of the Issuer or if it is otherwise unable or
unwilling to repay the Notes when repayment falls due, an investor may
lose all or part of his investment in the Notes.

Section E - Offer

Element Title
E.2b Reasons for the
offer and use of
proceeds
The net proceeds from the issue of the Notes will become part of the
general funds of the Issuer. Such proceeds may be used to maintain
positions in options or futures contracts or other hedging instruments.
E.3 Terms and
conditions of the
offer
The issue price of the Notes is 98.937 per cent. of their nominal amount
plus accrued interest from and including 26 September 2013 to but
excluding 25 October 2013 and amounting to EUR 456,849.32.
E.4 Interest of natural So far as the Issuer is aware, no person involved in the issue of the Notes
and legal persons
involved in the
issue/offer
has an interest material to the offer, including conflicting interests.
E.7 Expenses charged
to the investor by
the Issuer or an
offeror
No expenses are being charged to an investor by the Issuer.