Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

BNP Paribas Capital/Financing Update 2017

Feb 24, 2017

1158_rns_2017-02-24_8abc8f7a-48a0-4cb0-a312-db287d0f5705.pdf

Capital/Financing Update

Open in viewer

Opens in your device viewer

Final Terms dated 27 February 2017

exercise pu

BNP PARIBAS

(incorporated in France) (the Issuer)

Issue of EUR 5,000,000 Share Linked Notes due February 2020 relating to the ARCELOR MITTAL share Series 18082

under the €90.000.000.000 Euro Medium Term Note Programme (the Programme)

("BNP PARIBAS 10% Arcelor Mittal Memory Coupon Note February 2017-2020")

Any person making or intending to make an offer of the Notes may only do so:

  • in those Non-exempt Offer Jurisdictions mentioned in Paragraph 70 of Part A below, provided $(a)$ such person is a Dealer or Authorised Offeror (as such term is defined in the Base Prospectus) and that the offer is made during the Offer Period specified in that paragraph and that any conditions relevant to the use of the Base Prospectus are complied with; or
  • $(b)$ otherwise in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or to supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer.

Neither the Issuer nor any Dealer has authorised, nor do they authorise, the making of any offer of Notes in any other circumstances.

Investors should note that if a supplement to or an updated version of the Base Prospectus referred to below is published at any time during the Offer Period (as defined below), such supplement or updated base prospectus as the case may be, will be published and made available in accordance with the arrangements applied to the original publication of these Final Terms. Any investors who have indicated acceptances of the Offer (as defined below) prior to the date of publication of such supplement or updated version of the Base Prospectus, as the case may be (the "Publication Date"), have the right within two working days of the Publication Date to withdraw their acceptances.

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 sections entitled "Terms and Conditions of the English Law Notes", "Annex 1 - Additional Terms and Conditions for Payouts" and "Annex 3 - Additional Terms and Conditions for Share Linked Notes" in the Base Prospectus dated 9 December 2016 which received visa n° 16-575 from the Autorité des marchés financiers ("AMF") on 9 December 2016 and the Supplement to the Base Prospectus dated 8 February 2017 which together constitute a base prospectus for the purposes of the Directive 2003/71/EC (the "Prospectus Directive") (the "Base Prospectus"). 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. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus and these Final Terms and the Supplement to the Base Prospectus (in each case, together with any documents incorporated therein by reference) are available for viewing at, and copies may be obtained from, BNP Paribas Securities Services, Luxembourg Branch (in its capacity as Principal Paying Agent), 60, avenue J.F. Kennedy, L-1855 Luxembourg and (save in respect of the Final Terms) on the Issuer's website (www.invest.bnpparibas.com). The Base Prospectus, these Final Terms and the Supplement to the Base Prospectus will also be available on the AMF website (www.amf-france.org). A copy of these Final Terms and the Base Prospectus will be sent free of charge by the Issuer to any investor requesting such documents. 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.

1. Issuer: BNP Paribas
2. (i) Series Number: 18082
(ii) Tranche Number: 1
3. Specified Currency: Euros ("EUR")
4. Aggregate Nominal Amount:
(i) Series: EUR 5,000,000
(ii) Tranche: EUR 5,000,000
5. Issue Price of Tranche: 100 per cent. of the Aggregate Nominal Amount
6. Minimum Trading Size: EUR 1,000
7. (i) Specified Denomination: EUR 1,000
(ii) Calculation Amount: EUR 1,000
8. Issue Date and Interest
Commencement Date:
27 February 2017
9. Maturity Date: 27 February 2020 or if that is not a Business Day the
immediately succeeding Business Day.
10. Form of Notes: Bearer
11. Interest Basis: Share Linked Interest
(further particulars specified below)
12. Coupon Switch: Not applicable
13. Redemption/Payment Basis: Share Linked Redemption (See paragraph 45 below)
Payout Switch: Not applicable

$14.$ Change of Interest Basis or Not applicable Redemption/Payment Basis: $15.$ Put/Call Options: Not applicable 16. Exchange Rate: Not applicable $17.$ Status of the Notes: Senior Preferred Notes 18. Knock-in Event: Applicable A Knock-in Event will occur if the Knock-in Value is less than the Knock-in Level on the relevant Knock-in Determination Dav $(i)$ SPS Knock-in Valuation: Applicable Closing Price means, in respect of the Underlying

Reference and a Scheduled Trading Day, the official closing price of such Underlying Reference on such day as determined by the Calculation Agent, subject as provided in Share Linked Notes Condition 2.

Knock-in Value means the Underlying Reference Value

SPS Valuation Date means, in respect of these Knock-in provisions, the Knock-in Determination Day.

Underlying Reference is as set out in item 45(i) below

Underlying Reference Closing Price Value means, in respect of a SPS Valuation Date, the Closing Price in respect of such day.

Underlying Reference Strike Price means 8.683

Underlying Reference Value means, in respect of an Underlying Reference and a SPS Valuation Date, (i) the Underlying Reference Closing Price Value for such Underlying Reference in respect of such SPS Valuation Date (ii) divided by the relevant Underlying Reference Strike Price.

$(ii)$ Level: Not applicable $(iii)$ Knock-in Level/Knock-in 6.500 (i.e. 74.859% of the Underlying Reference Strike Price) Range Level: Knock-in Period Beginning Not applicable $(iv)$ Date: Knock-in Period Beginning $(v)$ Not applicable Date Convention: Knock-in Determination Not applicable $(vi)$ Period: Knock-in Determination $(vii)$ The Redemption Valuation Date as specified in item 45(viii) below $Day(s)$ : $(viii)$ Knock-in Period Ending Not applicable Date:

(ix) Knock-in Period Ending
Date Day Convention:
Not applicable
(x) Knock-in Valuation Time: Not applicable
$\left\langle \left( \theta \xi \right) \left( \left( \frac{1}{2} \right) \xi \right) \left( \left( \xi \right) \right) \left( \left( \xi \right) \right) \right\rangle \right\rangle ^{2}$
(x i ) Knock-in Observation Price
Source:
Not applicable
(xii) Disruption Consequences: Applicable
19. Knock-out Event: Not applicable
20. Method of distribution: Non-syndicated
21. Hybrid Securities: Not applicable
22. Interest: Applicable
(i) Interest Period(s): Not applicable
(ii) Interest Period End Date(s): Not applicable
(iii) Business Day Convention
for Interest Period End
$Date(s)$ :
Not applicable
(iv) Interest Payment Date(s): (i) 27 February 2018
(ii) 27 February 2019
(iii) 27 February 2020
(v) Business Day Convention
for Interest Payment
$Date(s)$ :
Following
(vi) Party responsible for
calculating the Rate(s) of
Interest and Interest
Amount(s) (if not the
Calculation Agent):
BNP
Agent")
Paribas
Arbitrage SNC
(the
"Calculation
(vii) Margin(s): Not applicable
(viii) Minimum Interest Rate: 0 per cent. per annum
(ix) Maximum Interest Rate: Not applicable
(x) Day Count Fraction: Not applicable
(x i ) Determination Dates: Not applicable
(xii) Accrual to Redemption: Not applicable
(xiii) Rate of Interest: Linked Interest

$\label{eq:2} \frac{1}{\sqrt{2}}\sum_{i=1}^n\frac{1}{\sqrt{2}}\sum_{i=1}^n\frac{1}{\sqrt{2}}\sum_{i=1}^n\frac{1}{\sqrt{2}}\sum_{i=1}^n\frac{1}{\sqrt{2}}\sum_{i=1}^n\frac{1}{\sqrt{2}}\sum_{i=1}^n\frac{1}{\sqrt{2}}\sum_{i=1}^n\frac{1}{\sqrt{2}}\sum_{i=1}^n\frac{1}{\sqrt{2}}\sum_{i=1}^n\frac{1}{\sqrt{2}}\sum_{i=1}^n\frac{1}{\sqrt{2}}\sum_{i=1}^n\frac{1$

$(xiv)$ Coupon Rate:

Snowball Digital Coupon applicable

where

Rate(i) + SumRate(i)

The Snowball Digital Coupon Condition is satisfied when the Snowball Barrier Value for the relevant SPS Coupon Valuation Date (i) is equal to or greater than the Snowball Level

With

"SumRate(i)" means the Sum of Rate(i) for each SPS Coupon Valuation Date since (but not including) the last occurring Snowball Date (or if none the Issue Date)

"Rate(i) " means 10%

with $i$ (1= 1 to 3) meaning each relevant SPS Valuation Date

"SPS Coupon Valuation Date (i)" means each Settlement Price Date

"Settlement Price Date" means each Valuation Date

"Valuation Date" means each Interest Valuation Date i as set out in clause 30(ix) below

"Snowball Barrier Value" means the Underlying Reference Value

Snowball Date" means each date on which the relevant Snowball Digital Coupon Valuation Condition is satisfied

"Underlying Reference Value" is as defined in 18 above

"Snowball Level" means 6.500 (i.e. 74.859% of the Underlying Reference Strike Price)

"SPS Valuation Date" means each SPS Coupon Valuation Date

23. Fixed Rate Provisions: Not applicable
24. Floating Rate Provisions: Not applicable
25. Screen Rate Determination: Not applicable
26. ISDA Determination: Not applicable
27. FBF Determination: Not applicable
28. Zero Coupon Provisions: Not applicable
29. Index Linked Interest Provisions: Not applicable
30. Share Linked Interest Provisions: Applicable
(i) Share(s)/Share Arcelor Mittal
Company/Basket of
Shares/GDR/ADR:
(the Share)
(ii) Relative Performance
Basket:
Not applicable
(iii) Share Currency: EUR
(iv) ISIN of Share(s): LU0323134006
(v) Screen Page/Exchange
Code:
Screen Page:
Bloomberg page: MT NA Equity
(v i ) Averaging: Averaging does not apply to the Notes.
(vii) Strike Date: 20 February 2017
(viii) Interest Valuation Time: Scheduled Closing Time
(ix) Interest Valuation Date(s): (i) 20 February 2018
(ii) 20 February 2019
(iii) 20 February 2020
(x) Observation Date(s): Not applicable
(x i ) Observation Period: Not applicable
(xii) Exchange Business Day: (Single Share Basis)
(xiii) Scheduled Trading Day: (Single Share Basis)
(xiv) Exchange(s): The relevant Exchanges is: As per Conditions.
(xv) Related Exchange(s): All Exchanges
(xvi) Weighting: Not applicable
(xvii) Valuation Time: Scheduled Closing Time
(xviii) Share Correction Period: As per Conditions
(xix) Optional Additional
Disruption Events:
(a) The following Optional Additional Disruption
Events apply:
Increased Cost of Hedging
Trade Date: 20 February 2017

Delayed Redemption on the Occurrence of
Additional Disruption Event and/or Optional
Additional Disruption Event: Not applicable $(b)$

(xx) Market Disruption: Specified Maximum Days of Disruption will be equal to
three $(3)$
(xxi) Tender Offer: Applicable
(xxi) Listing Change: Not applicable
(xxiii) Listing Suspension: Not applicable
(xxi) Illiquidity: Not applicable
(xxV) Delayed Redemption on the
Occurrence of an
Extraordinary Event:
Not applicable
31. Inflation Linked Interest Provisions: Not applicable
32. Provisions: Commodity Linked Interest Not applicable
33. Fund Linked Interest Provisions: Not applicable
34. ETI Linked Interest Provisions: Not applicable
35. Foreign Exchange (FX) Rate Linked
Interest Provisions:
Not applicable
36. Underlying Interest Rate Linked
Interest Provisions:
Not applicable
37. Additional Business Centre(s)
(Condition 3(e) of the Terms and
Conditions of the English Law Notes
or Condition 3(e) of the Terms and
Conditions of the French Law Notes,
as the case may be):
Not applicable
38. Final Redemption: Final Payout
39. Final Payout: SPS Payouts
SPS Reverse Convertible Standard Notes
Calculation Amount multiplied by:
(A) if no Knock-in Event has occurred:
100 per cent.; or
(B) if a Knock-in Event has occurred:
Max (100%, Final Redemption Value)
Where:
"Final Redemption Value" means the Underlying
Reference Value (as defined in 18 above);
"SPS Valuation Date" is as defined in 18 above;
"SPS Redemption Valuation Date" means the
Redemption Valuation Date as set out in item

$\overline{7}$

$\mathcal{A}=\mathcal{A}^{(1)}$ , $\mathcal{A}^{(2)}$

45(viii) below.

40. Automatic Early Redemption: Not applicable
41. Issuer Call Option: Not applicable
42. Noteholder Put Option: Not applicable
43. Aggregation: Not applicable
44. Index Linked Redemption Amount: Not applicable
45. Share Linked Redemption Amount: Applicable
(i) Share(s)/Share
Company/Basket
Company/GDR/ADR:
For the purposes of the Conditions, the "Underlying
Reference" or the "Share" is Arcelor Mittal
(ii) Relative Performance
Basket:
Not applicable
(iii) Share Currency: EUR
(iv) ISIN of Share(s): LU0323134006
(v) Screen Page/Exchange Screen Page:
Code: Bloomberg page: MT NA Equity
(vi) Strike Date: 20 February 2017
(vii) Averaging: Averaging does not apply to the Notes.
(viii) Redemption Valuation Date: 20 February 2020
(ix) Observation Date(s): Not applicable
(x) Observation Period: Not applicable
(xi)
Exchange Business Day:
(Single Share Basis)
(xii) Scheduled Trading Day: (Single Share Basis)
The relevant Exchange is: As per Conditions.
(xiii) Exchange(s):
(xiv) Related Exchange(s): All Exchanges
(xv) Weighting: Not applicable
(xvi) Valuation Time: Scheduled Closing Time
(xvii) Share Correction Period: As per Conditions
(xviii) Optional Additional
Disruption Events:
(a) The following Optional Additional Disruption
Events apply to the Notes:
- Increased Cost of Hedging
Trade Date 20 February 2017
(b) Delayed Redemption on the Occurrence of
Additional Disruption Event and/or Optional
Additional Disruption Event: Not applicable
(xix) Market Disruption: $3$ (three) Specified Maximum Days of Disruption will be equal to
(xx) Tender Offer: Applicable
(xxi) Delayed Redemption on the
Occurrence of an
Extraordinary Event:
Not applicable
(xxi) Listing Change: Not applicable
(xxiii) Listing Suspension: Not applicable
(xxiv) Illiquidity: Not applicable
(xxV) CSR Event: Not applicable
46. Amount: Inflation Linked Redemption Not applicable
47. Commodity
Amount:
Linked Redemption Not applicable
48. Fund Linked Redemption Amount: Not applicable
49. Credit Linked Notes: Not applicable
50. ETI Linked Redemption Amount: Not applicable
51. Foreign Exchange (FX) Rate Linked
Redemption Amount:
Not applicable
52. Underlying Interest Rate Linked
Redemption Amount:
Not applicable
53. Early Redemption Amount(s): Market Value less Costs
54. Delivery: Provisions applicable to Physical Not applicable
55. Variation of Settlement:
(i) Issuer's option to vary
settlement:
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
56. CNY Payment Disruption Event: Not applicable
GENERAL PROVISIONS APPLICABLE TO THE NOTES
57. Form of Notes: Bearer Notes:
New Global Note: No
Temporary Bearer Global Note exchangeable for a
Permanent Bearer Global Note which is exchangeable
for definitive Bearer Notes only upon an Exchange
Event.
58. Financial Centre(s) or other special
provisions relating to Payment Days
for the purposes of Condition 4(a):
Not applicable
59. Identification information of Holders: Not applicable
60. Talons for future Coupons or
Receipts to be attached to definitive
Notes (and dates on which such
Talons mature):
No
61. 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 Note,
consequences of failure to pay,
Not applicable
including any right of the Issuer to
forfeit the Notes and interest due on
late payment:
62. Details relating to Notes redeemable
in instalments: amount of each
instalment, date on which each
payment is to be made:
Not applicable
63. Redenomination,
renominalisation
and reconventioning provisions:
Not applicable
64. Notes): Masse (Condition 12 of the Terms
and Conditions of the French Law
Not applicable
65. Governing law: English law
66. Calculation Agent: BNP Paribas
Arbitrage
SNC
(the "Calculation"
Agent")
DISTRIBUTION
67. (i) If syndicated, names of
Managers (specifying Lead
Manager):
Not applicable
(ii) Date of Subscription
Agreement:
Not applicable
(iii) Stablisation Manager (if
$any)$ :
Not applicable
(iv) If non-syndicated, name of
relevant Dealer:
BNP Paribas UK Limited
68. Total commission and concession: Not applicable
69. U.S. Selling Restrictions: Reg. S Compliance Category 2; TEFRA D
70. Non exempt Offer: Applicable
Non-exempt Offer
Jurisdictions:
An offer of the Notes may be made by the Dealer (the
"Initial Authorised Offeror") and any additional
financial intermediaries who have or obtained the
Issuer's consent to use the Base Prospectus in
connection with the Non-exempt Offer and who are
identified
on
the
Issuer's
website
at
(https://ratesglobalmarkets.
bnpparibas.com/gm/Public/LegalDocs.aspx)
as
an
Authorised Offeror together with any financial
intermediaries granted General Consent,
being
persons to whom the issuer has given consent, (the
"Authorised Offerors") other than pursuant to Article
3(2) of the Prospectus Directive in The Netherlands
(the "Public Offer Jurisdiction") during the Offer
Period.
See further Paragraph 7 of PART B below.
Offer Period: From (and including) 27 February 2017 until (and
including) 10 March 2017 (or such other date as the
Issuer determines as notified on or around such date).

$\bar{\beta}$

Financial intermediaries
granted specific consent
to use the Base
Prospectus in accordance
with the Conditions in it:
Not applicable
General Consent: Applicable
Other Authorised Offeror
Terms∶
Not applicable
United States Tax Considerations The Notes are not Specified Securities for the purpose
of Section 871(m) of the U.S. Internal Revenue Code
of 1986.

RESPONSIBILITY

$71.$

$\begin{array}{c} \begin{array}{c} \begin{array}{c} \begin{array}{c} \end{array} \ \end{array} \ \begin{array}{c} \end{array} \end{array} \end{array} \end{array}$

The Issuer accepts responsibility for the information contained in these Final Terms. Signed on behalf of the Issuer:

By: MACCO

PART B - OTHER INFORMATION

$\ddot{\mathbf{1}}$ . Listing and Admission to trading

(i) Application has been made by the Issuer (or on its
Listing and admission to behalf) for the Notes to be admitted to trading on
trading: Euronext Amsterdam with effect from the Issue Date.

Estimate of total expenses
related to admission to $(ii)$ trading:

EUR 2,800

$2.$ Ratings

Ratings:

The Notes to be issued have not been rated.

$3.$ Interests of Natural and Legal Persons Involved in the Offer

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

$\overline{4}$ . Reasons for the Offer, Estimated Net Proceeds and Total Expenses

  • $(i)$ Reasons for the offer: See "Use of Proceeds" wording in Base Prospectus
  • $(ii)$ Estimated net proceeds: EUR 5,000,000
  • As per item 1(ii) above $(iii)$ Estimated total expenses:
    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
Share Website Relevant Screen Page
Arcelor Mittal www.arcelormittal.com Bloomberg: MT NA Equity

6. OPERATIONAL INFORMATION

$(i)$ ISIN: XS1568006867 $(ii)$ Common Code: 156800686 $(iii)$ Any clearing system(s) other Not applicable than Euroclear and Clearstream, Luxembourg approved by the Issuer and the Principal Paying Agent and the relevant identification number(s): $(iv)$ Delivery: Delivery against payment $(v)$ Additional Paying Agent(s) Not applicable $(fiam)$ : Intended to be held in a $(vi)$ No. Whilst the designation is specified as "no" at the date of these Final Terms, should the Eurosystem manner which would allow Eurosystem eligibility: eligibility criteria be amended in the future such that the Notes are capable of meeting them the Notes may then be deposited with one of the ICSDs as common safe-keeper. Note that this does not necessarily mean that the Notes will then be recognised as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem at any time during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met. $(vii)$ Name and address of Not applicable Registration Agent:

7. Public Offers
Offer Price: 100% of the Nominal Amount
Conditions to which the offer is
subject:
Offers of the Notes are conditional on their issue and
on any additional conditions set out in the standard
terms of business of the Authorised Offerors, notified
to investors by such relevant Authorised Offerors.
The Issuer reserves the right to withdraw the offer and
cancel the issuance of the Notes for any reason, in
accordance with the Authorised Offerors at any time
on or prior to the Issue Date. For the avoidance of
doubt, if any application has been made by a potential
investor and the Issuer exercises such a right, each
such potential investor shall not be entitled to
subscribe or otherwise acquire the Notes.
Description of the application
process:
Application to subscribe for the Notes can be made in
The Netherlands at the offices of the relevant
Authorised Offeror. The distribution of the Notes will
be carried out in accordance with Authorised Offeror's
usual procedures notified to investors by such
Authorised Offeror.
Prospective investors will not be required to enter into
any contractual arrangements directly with the Issuer
in relation to the subscription for the Notes.
Details of the minimum and/or
maximum amount of application:
The minimum amount of application per investor is:
EUR 1,000
Description of possibility to reduce
subscriptions and manner for
refunding excess amount paid by
applicants:
Not applicable
Details of the method and time limits
for paying up and delivering the
Notes:
The Notes will be issued on the Issue Date against
payment to the Issuer of the net subscription moneys.
Investors will be notified by the relevant Authorised
Offerors of their allocations of Notes and the
settlement arrangements in respect thereof.
Manner and date in which results of
the offers are to be made public:
Not applicable
Procedure for exercise of any right
of pre-emption, negotiability of
subscription rights and treatment of
subscription rights not exercised:
Not applicable
Process for notification to applicants
of the amount allotted and the
indication whether dealing may
begin before notification is made:
Not applicable
Amount of any expenses and taxes
specifically charged to the
subscriber or purchaser:
There are no expenses or taxes charged to the
subscriber or purchaser that the Issuer is aware of.
Name and address of the entities
which have a firm commitment to act
as intermediaries in secondary
None

trading, providing liquidity through bid and offer rates and a description of the main terms of their commitment:

$8.$ Placing and Underwriting

Name and address of the co-ordinator(s) of the global offer and of single parts of the offer and to the extent known to the Issuer, of the placers in the various countries where the offer takes place:

Name and address of any paying agents and depository agents in each country (in addition to the Principal Paying Agent):

Entities agreeing to underwrite the issue on a firm commitment basis, and entities agreeing to place the issue without a firm commitment or under "best efforts" arrangements:

When the underwriting agreement has been or will be reached:

Details of the Authorised Offerors are available from the managers upon request.

Not applicable

No underwriting commitment is undertaken by the Authorised Offerors.

Not applicable

ANNEX

Summary of the Notes

ISSUE SPECIFIC 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.

Section A - Introduction and warnings

Element Title
A.1 Warning that the
summary should
be read as an
introduction and
provision as to
claims
This summary should be read as an introduction to the
Base Prospectus and the applicable Final Terms. In this
summary, unless otherwise specified and except as used
in the first paragraph of Element D.3, "Base Prospectus"
means the Base Prospectus of BNPP dated 9 December
2016 as supplemented from time to time. In the first
paragraph of Element D.3, "Base Prospectus" means the
Base Prospectus of BNPP dated 9 December 2016.
Any decision to invest in any Notes should be based on a
٠
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 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 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
conditions
attached
Consent: Subject to the conditions set out below, the Issuer consents
to the use of the Base Prospectus in connection with a Non-exempt
Offer of Notes by the Dealers, and each financial intermediary whose
is
published
on
the
Issuer's
website
(https://rates-
name
globalmarkets.bnpparibas.com/gm/Public/LegalDocs.aspx)
and
identified as an Authorised Offeror in respect of the relevant Non-
exempt Offer and any financial intermediary which is authorised to
make such offers under applicable legislation implementing the
Markets in Financial Instruments Directive (Directive 2004/39/EC) 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
BNP Paribas EUR 5,000,000 Share Linked Notes due February 2020,
Series 18082, ISIN XS1568006867 ("BNP PARIBAS 10% Arcelor
Mittal Memory Coupon Notes 2017-2020") (the "Notes") described in
the Final Terms dated 27 February 2017 (the "Final Terms")
published by BNP Paribas (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
Notes in The Netherlands 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 referred to above is given for Non-
exempt Offers of Notes during the period from and including 27
February 2017 to and including 10 March 2017 (the "Offer Period").
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; and (b) only extends to the use of
the Base Prospectus to make Non-exempt Offers of the relevant
Tranche of Notes in The Netherlands.
AN INVESTOR INTENDING TO PURCHASE OR PURCHASING
ANY NOTES IN A NON-EXEMPT OFFER FROM AN AUTHORISED
OFFEROR WILL DO SO, AND OFFERS AND SALES OF SUCH
NOTES TO AN INVESTOR BY SUCH AUTHORISED OFFEROR
WILL BE MADE, IN ACCORDANCE WITH THE TERMS 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 SLICH OFFER

Section B - Issuer

$\hat{\mathcal{L}}$ is a set

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.4 b Trend Macroeconomic environment.
information Macroeconomic and market conditions affect the Bank's results. The
nature of the Bank's business makes it particularly sensitive to
macroeconomic and market conditions in Europe, which have been at
times challenging and volatile in recent years.
In 2015, the global economic economic activity remained sluggish.
Activity slowed down in emerging countries, while a modest recovery
continued in developed countries. The global outlook is still impacted
by three major transitions: the dimished economic growth in China, the
fall in prices of energy and other commodities, and an initial tightening
of US monetary policy in a context of resilient internal recovery, while
the central banks of several major developed countries are continuing
to ease their monetary policies. For 2016, the IMF is forecasting the
progressive recovery of global economic activity 1 but with low growth
prospects on the medium term in developed and emerging countries.
In that context, two risks can be identified:
Financial instability due to the vulnerability of emerging countries
While the exposure of the BNP Paribas Group in emerging countries is
limited, the vulnerability of these economies may generate disruptions
in the global financial system that could affect the BNP Paribas Group
and potentially alter its results.
In numerous emerging economies, an increase in foreign currency
commitments was observed in 2015, while the levels of indebtedness
(both in foreign and local currencies) are already high. Moreover, the
prospects of a progressive hike in key rates in the United States (first
rate increase decided by the Federal Reserve in December 2015), as
well as heightened financial volatility linked to the concerns regarding
growth in emerging countries, have contributed to the stiffening of
external financial conditions, capital outflows, further currency
depreciations in numerous emerging countries and an increase in risks
for banks. This could lead to the downgrading of sovereign ratings.
Given the possible standardisation of risk premiums, there is a risk of
global market disruptions (rise in risk premiums, erosion of confidence,
decline in growth, postponement or slowdown in the harmonisation of
monetary policies, drop in market liquidity, problem with the valuation
of assets, shrinking of the credit offering, and chaotic de-leveraging)
that would affect all banking institutions.

$\uparrow$

See: IMF - October 2015 Financial Stability Report, Advanced Countries and January 2016 update

Systemic risks related to economic conditions and market liquidity
The continuation of a situation with exceptionally low interest rates
could promote excessive risk-taking by certain financial players:
increase in the maturity of loans and assets held, less stringent loan
granting policies, increase in leverage financing.
Some players (insurance companies, pension funds, asset managers,
etc.) entail an increasingly systemic dimension and in the event of
market turbulence (linked for instance to a sudden rise in interest rates
and/or a sharp price correction) they may decide to unwind large
positions in an environment of relatively weak market liquidity.
Such liquidity pressure could be exacerbated by the recent increase in
the volume of assets under management placed with structures
investing in illiquid assets.
Laws and regulations applicable to financial institutions.
Recent and future changes in the laws and regulations applicable to
financial institutions may have a significant impact on the Bank.
Measures that were recently adopted or which are (or whose
application measures are) still in draft format, that have or are likely to
have an impact on the Bank notably include:
the structural reforms comprising the French banking law of 26
July 2013 requiring that banks create subsidiaries for or
segregate "speculative" proprietary operations from their
traditional retail banking activities, the "Volcker rule" in the US
which restricts proprietary transactions, sponsorship and
investment in private equity funds and hedge funds by US and
foreign banks, and expected potential changes in Europe;
regulations governing capital: CRD IV/CRR the international
standard for total loss-absorbing capacity ("TLAC") and the
Bank's designation as a financial institution that is of systemic
importance by the Financial Stability Board;
the European Single Supervisory Mechanism and the
ordinance of 6 November 2014;
the Directive of 16 April 2014 related to deposit guarantee
schemes and its delegation and implementing decrees, the
Directive of 15 May 2014 establishing a Bank Recovery and
Resolution framework, the Single Resolution Mechanism
establishing the Single Resolution Council and the Single
Resolution Fund;
the U Final Rule by the US Federal Reserve imposing tighter
prudential rules on the US transactions of large foreign banks,
notably the obligation to create a separate intermediary
holding company in the US (capitalised and subject to
regulation) to house their US subsidiaries;
the new rules for the regulation of over-the-counter derivative
activities pursuant to Title VII of the Dodd-Frank Wall Street
Reform and Consumer Protection Act, notably margin
requirements for uncleared derivative products and the
derivatives of securities traded by swap dealers, major swap
participants, security-based swap dealers and major security-
based swap participants, and the rules of the US Securities
and Exchange Commission which require the registration of
banks and major swap participants active on derivatives
transactions; markets and transparency and reporting on derivative
securities financing transactions to centralised bodies. the new MiFID and MiFIR, and European regulations
governing the clearing of certain over-the-counter derivative
products by centralised counterparties and the disclosure of
Cyber risk
after a cyber incident. In recent years, financial institutions have been impacted by a number
of cyber incidents, notably involving large-scale alterations of data
which compromise the quality of financial information. This risk
remains today and the Bank, like other banks, has taken measures to
implement systems to deal with cyber attacks that could destroy or
damage data and critical systems and hamper the smooth running of
its operations. Moreover, the regulatory and supervisory authorities
are taking initiatives to promote the exchange of information on cyber
security and cyber criminality in order to improve the security of
technological infrastructures and establish effective recovery plans
B.5 Description of
the Group
(together the "BNPP Group"). BNPP, Europe's leading provider of banking and financial services,
has four domestic retail banking markets in Europe, namely in
Belgium, France, Italy and Luxembourg. It is present in 74 countries
and has more than 189,000 employees, including close to 147,000 in
Europe. BNPP is the parent company of the BNP Paribas Group
B.9 Profit forecast
or estimate
relates. Not applicable, as there are no profit forecasts or estimates made in
respect of the Bank in the Base Prospectus to which this Summary
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:
Comparative Annual Financial Data - In millions of EUR
31/12/2016 31/12/2015
(unaudited) (audited)
Revenues 43,411 42,938
Cost of risk (3,262) (3,797)
Net income, Group share 7,702 6,694
31/12/2016 31/12/2015
Common equity Tier 1 Ratio
(Basel 3 fully loaded, CRD 4)
11.5% 10.9%
31/12/2016 31/12/2015
(unaudited) (audited)
Total consolidated balance sheet 2,076,959 1,994,193
Consolidated loans and 712,233 682,497
receivables due from customers

$\label{eq:2.1} \frac{1}{\sqrt{2}}\int_{0}^{\infty}\frac{1}{\sqrt{2\pi}}\left(\frac{1}{\sqrt{2\pi}}\right)^{2}d\mu\,d\mu\,.$

Shareholders' equity (Group
share)
100,665 96,269
Comparative Interim Financial Data for the six-month period ended 30 June 2016 -
In millions of EUR
1H16 1H15
(unaudited) (unaudited)
Revenues 22,166 22,144
Cost of Risk (1, 548) (1, 947)
Net income, Group share 4,374 4,203
30/06/2016 31/12/2015
Common equity Tier
- 1
ratio
(Basel 3 fully loaded, CRD4)
11.1% 10.9%
30/06/2016 31/12/2015
(unaudited) (audited)
Total consolidated balance sheet 2,171,989 1,994,193
Consolidated
loans
and
receivables due from customers
693,304 682,497
Consolidated
items
due
to
725,596 700,309
customers
Shareholders'
equity
(Group
share)
97,509 96,269
Comparative Interim Financial Data for the nine-month period ended 30 September
2016 - In millions of EUR
9M16 9M15
(unaudited)
Revenues 32,755 32,489
Cost of Risk (2, 312) (2,829)
Net income, Group share 6,260 6,029
30/09/2016
Common equity Tier 1 ratio
(Basel 3 fully loaded, CRD4)
11.4% 10.9%
30/09/2016
(unaudited) (unaudited)
31/12/2015
31/12/2015
(audited)
Total consolidated balance sheet 2,173,877
Consolidated loans and
receivables due from customers
690,082 1,994,193
682,497
Consolidated items due to
customers
741,897 700,309
There has been no significant change in the financial or trading position of the BNPP
Group since 30 June 2016 (being the end of the last financial period for which interim
financial statements have been published). There has been no material adverse change
in the prospects of BNPP or the BNPP Group since 31 December 2015 (being the end of
the last financial period for which audited financial statements have been published).
B.13 Events
impacting the
Issuer's
solvency
Not applicable, as at 8 February 2017 and 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 of the Issuer's solvency since
30 June 2016.
B.14 Dependence
upon other
Subject to the following paragraph, BNPP is not dependent upon other
members of the BNPP Group.
group entities In April 2004, BNP Paribas SA 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 BNP Paribas SA
and several BNP Paribas subsidiaries in France (including BNP
Paribas Personal Finance, BP2S, and BNP Paribas Cardif),
Switzerland, and Italy. In mid-December 2011 BNP Paribas 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 under the operational control of IBM France. BNP Paribas has
a strong influence over this entity, which is 50/50 owned with IBM
France. The BNP Paribas staff made available to BP 2 I make up half of
that entity's permanent staff, its buildings and processing centres are
the property of the Group, and the governance in place provides BNP
Paribas with the contractual right to monitor the entity and bring it back
into the Group if necessary.
ISFS, a fully-owned IBM subsidiary, handles IT Infrastructure
Management for BNP Paribas Luxembourg.
BancWest's data processing operations are outsourced to Fidelity
Information Services. Cofinoga France's data processing is
outsourced to SDDC, a fully-owned IBM subsidiary.
See also Element B.5 above.
B.15 Principal BNP Paribas holds key positions in its two main businesses:
activities Retail Banking and Services, which includes:
$\bullet$
Domestic Markets, comprising:
French Retail Banking (FRB),
BNL banca commerciale (BNL bc), Italian
retail banking,
Belgian Retail Banking (BRB),
Other Domestic Markets activities, including
Luxembourg Retail Banking (LRB);
International Financial Services, comprising:
Europe-Mediterranean,
BancWest;
Insurance
Wealth and Asset Management
Corporate and Institutional Banking (CIB), which includes:
Corporate Banking,
Global Markets,
Securities Services.
B.16 Controlling
Shareholders
None of the existing shareholders controls, either directly or indirectly,
BNPP. As at 30 June 2016, 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 10.2% of the share capital, BlackRock
Inc. holding 5.0% of the share capital and Grand Duchy of
Luxembourg holding 1.0% of the share capital. To BNPP's
knowledge, no shareholder other than SFPI and BlackRock Inc. owns
more than 5% of its capital or voting rights.
B.17 Solicited credit
ratings
BNPP's long-term credit ratings are A with a stable outlook (Standard
& Poor's Credit Market Services France SAS), A1 with a stable outlook
(Moody's Investors Service Ltd.), A+ with a stable outlook (Fitch
France S.A.S.) and AA (low) with a stable outlook (DBRS Limited) and
BNPP's short-term credit ratings are A-1 (Standard & Poor's Credit
Market Services France SAS), P-1 (Moody's Investors Service Ltd.),
F1 (Fitch France S.A.S.) and R-1 (middle) (DBRS Limited).
The Notes have not been rated.
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.

Section C - Notes

Element Title re anticipe policient kabilitan constitution to
C.1 Type and class
of Notes/ISIN
The Notes are issued in Series. The Series Number of the Notes is
18082. The Tranche number is 1.
The ISIN is: XS1568006867.
The Common Code is: 156800686.
The Notes are cash settled Notes.
C.2 Currency The currency of this Series of Notes is euro (EUR).
C.5 Restrictions on
free
transferability
The Notes will be freely transferable, subject to the offering and selling
restrictions in Subscription and Sale 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 (Ranking)
The Notes are Senior Preferred Notes.
Senior Preferred Notes are Senior Preferred Obligations and
constitute direct, unconditional, unsecured and senior obligations of
the Issuer and rank and will at all times rank:
(a) pari passu among themselves and with other Senior
Preferred Obligations;
(b) senior to Senior Non Preferred Obligations; and
(c) junior to present and future claims benefiting from
other preferred exceptions.
Preferred Notes rank: Subject to applicable law, in the event of the voluntary or judicial
liquidation (liquidation amiable ou liquidation judiciaire) of the Issuer,
bankruptcy proceedings or any other similar proceedings affecting the
Issuer, the rights of Noteholders to payment under the Senior
А. junior to present and future claims benefiting from
other preferred exceptions; and
В. senior to Senior Non Preferred Obligations.
Negative pledge
The terms of the Notes will not contain a negative pledge provision.
Events of Default
winding up of the Issuer. The terms of the Senior Preferred 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
Meetings
generally. The terms of the Notes will contain provisions for calling meetings of
holders of such Notes to consider matters affecting their interests
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
amounts so deducted. 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
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
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 and Condition 6 of the Terms and Conditions
of the French Law Notes, as the case may be, (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 and
Condition 6 of the Terms and Conditions of the French Law Notes, as
the case may be) 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/Redemp
tion
Interest
The Notes pay interest from their date of issue at a structured rate
calculated by reference to a share:
the ARCELOR MITTAL share (Bloomberg page: MT NA Equity, ISIN
LU0323134006) (the "Share" or the "Underlying Reference").
Interest will be paid annually in arrear on 27 February in each year.
The first interest payment will be made on 27 February 2018.
The interest rate is calculated as set out below:
Snowball Digital Coupon
Snowball Digital Coupon Condition means that the Snowball Barrier
Value for the relevant SPS Coupon Valuation Date is equal to or
greater than the Snowball Level.
Rate (i) + Sum Rate(i)
Where
"Rate(i)" means 10%,
with i (i=1 to 3) meaning each relevant SPS Valuation Date
"SumRate(i)" means the sum of Rate(i) for each SPS Coupon
Valuation Date since (but not including) the last occurring Snowball
Date (or if none the Issue Date)
"SPS Coupon Valuation Date" means each Settlement Price Date
"Settlement Price Date" means each Valuation Date
"Valuation Date" means each Interest Valuation Date i
"Interest Valuation Date i" means
(i=1) 20 February 2018
(i=2) 20 February 2019
(i=3) 20 February 2020

$\bar{x}$

"Interest Payment Date i" means
(i=1) 27 February 2018
(i=2) 27 February 2019
(i=3) 27 February 2020
"Snowball Barrier Value" means the Underlying Reference Value
"Snowball Date" means each date on which the relevant Snowball
Digital Coupon Condition is sastified
"Snowball Level" means 6.500 (i.e. 74.859% of the Underlying
Reference Strike Price)
"SPS Valuation Date" means each SPS Coupon Valuation Date
"Underlying Reference Value" is as set out in item C.18 below
The above provisions are subject to adjustment as provided in the
conditions of the Notes to take into account events in relation to the
Underlying Reference or the Notes. This may lead to adjustments
being made to the Notes or, in some cases, the Notes being
terminated early at an early redemption amount (see below).
Redemption
Unless previously redeemed, each Note will be redeemed on the
Maturity Date as set out in Element C.18.
The Notes may be redeemed early for tax reasons at the Early
Redemption Amount calculated in accordance with the Conditions.
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
Payments of interest in respect of the Notes will be determined by
reference to the performance of the Underlying Reference(s).
the interest
payment
Please also refer to Elements C.9 above and C.18 below.
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 Amsterdam.
C.15 How the value
of the
investment in
derivative
securities is
affected by the
value of the
underlying
assets
The amount payable in respect of interest and amount payable on
redemption
are
calculated
by
reference to
the
Underlying
Reference(s).
See item C.9 above and C.18 below.
C.16 Maturity The Maturity Date of the Notes is 27 February 2020.
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 See Element C.8 above for the rights attaching to the Notes.
derivative
securities
See Element C.9 above for information on interest.
Final Redemption
Unless previously redeemed or purchased and cancelled, each Note
will be redeemed by the Issuer on the Maturity Date at the Final
Redemption Amount equal to the Final Payout:
SPS Reverse Convertible Standard Notes
Calculation Amount multiplied by:
a)
If no Knock-in Event has occurred:
100%;
otherwise
b) If a Knock-in Event has occurred:
Max (100%, Final Redemption Value)
Where:
Calculation Amount means EUR 1,000
Final Redemption Value means the Underlying Reference Value
With
Share means Underlying Reference
Knock-in Event is applicable
SPS Knock-in Valuation is applicable
Knock-in Event means that the Knock-in Value is less than the
Knock-in Level on the relevant Knock-in Determination Day
Knock-in Determination Day means the Redemption Valuation Date
Knock-in Level means 6.500 (i.e. 74.859% of the Underlying
Reference Strike Price)
Knock-in Value means the Underlying Reference Value
Redemption Valuation Date means 20 February 2020
Settlement Price Date means the Valuation Date
SPS Redemption Valuation Date means the Redemption Valuation
Date
SPS Valuation Date means the Knock-in Determination Day.
Underlying Reference as set out in C.9 above.
Underlying Reference Closing Price Value means, in respect of a
SPS Valuation Date, the Closing Price in respect of such day
Underlying Reference Strike Price means 8.683
Underlying Reference Value means, in respect of an Underlying
Reference and a SPS Valuation Date, (i) the Underlying Reference
Closing Price Value for such Underlying Reference in respect of such
SPS Valuation Date (ii) divided by the relevant Underlying Reference
Strike Price.
Calculation Agent means BNP Paribas Arbitrage S.N.C.
Closing Price means, in respect of the Underlying Reference and a
Scheduled Trading Day, the official closing price of such Underlying
Reference on such day as determined by the Calculation Agent,
subject as provided in Share Linked Notes Condition 2.
Scheduled Trading Day means any day on which the relevant
Exchange and the relevant Related Exchange are scheduled to be
open for trading during their respective regular trading session(s).
The above provisions are subject to adjustment as provided in the
conditions of the Notes to take into account events in relation to the
Underlying Reference or the Notes. This may lead to adjustments
being made to the Notes or, in some cases, the Notes being
terminated early at an early redemption amount (see item C.9).
C.19 Final reference
price of the
Underlying
The final reference price of the underlying will be determined in
accordance with the valuation mechanics set out in Element C.9 and
Element C.18 above.
C.20 Underlying The Underlying Reference specified in Element C.9 and Element C.18
above. Information on the Underlying Reference can be obtained from
the relevant Bloomberg Screen Page specified in item C. 9 above.

Section D- Risks

Element Title
D.2 Key risks
regarding the
Issuer
Potential investors should have sufficient knowledge and experience in
capital markets transactions and should be able to correctly assess the
risks associated with Notes. Certain risk factors may affect the Issuer's
ability to fulfil its obligations under the Notes, some of which are
beyond its control. An investment in Notes presents certain risks that
should be taken into account before any investment decision is made.
In particular, the Issuer, together with the BNPP Group is exposed to
the risks associated with its activities, as described below:
activities: As defined in the 2015 Registration Document and Annual Financial
Report, eleven main categories of risk are inherent in BNPP's
(1) Credit Risk - Credit risk is the potential that a bank borrower
or counterparty will fail to meet its obligations in accordance
with agreed terms. The probability of default and the expected
recovery on the loan or receivable in the event of default are
key components of the credit quality assessment;
(2) Counterparty Credit Risk - Counterparty credit risk is the
credit risk embedded in payment or transactions between
counterparties. Those transactions include bilateral contracts
such as over-the-counter (OTC) derivatives contracts which
potentially expose the Bank to the risk of counterparty default,
as well as contracts settled through clearing houses. The
amount of this risk may vary over time in line with changing
market parameters which then impacts the replacement value
of the relevant transactions or portfolio;
(3) Securitisation - Securitisation means a transaction or scheme,
whereby the credit risk associated with an exposure or pool of
exposures is tranched, having the following characteristics:
payments made in the transaction or scheme are
dependent upon the performance of the exposure or
pool of exposures:
subordination
the.
of tranches
determines
the
distribution of losses during the life of the risk transfer.
Any commitment (including derivatives and liquidity lines)
granted to a securitisation operation must be treated as a
securitisation exposure. Most of these commitments are held
in the prudential banking book;
(4) Market Risk - Market risk is the risk of incurring a loss of value
due to adverse trends in market prices or parameters, whether
directly observable or not.
Observable market parameters include, but are not limited to,
exchange rates, prices of securities and commodities
(whether listed or obtained by reference to a similar asset),
prices of derivatives, and other parameters that can be
directly inferred from them, such as interest rates, credit
spreads, volatilities and implied correlations or other similar
parameters.
in Don Non-observable factors are those based on working
assumptions such as parameters contained in models or
based on statistical or economic analyses, non-ascertainable
in the market.
In fixed income trading books, credit instruments are valued
on the basis of bond yields and credit spreads, which
represent market parameters in the same way as interest
rates or foreign exchange rates. The credit risk arising on the
issuer of the debt instrument is therefore a component of
market risk known as issuer risk.
Liquidity is an important component of market risk. In times
of limited or no liquidity, instruments or goods may not be
tradable or may not be tradable at their estimated value. This
may arise, for example, due to low transaction volumes, legal
restrictions or a strong imbalance between demand and
supply for certain assets.
The market risk related to banking activities encompasses the
risk of loss on equity holdings on the one hand, and the
interest rate and foreign exchange risks stemming from
banking intermediation activities on the other hand;
(5) Operational Risk - Operational risk is the risk of incurring a
loss due to inadequate or failed internal processes, or due to
external events, whether deliberate, accidental or natural
occurrences. Management of operational risk is based on an
analysis of the "cause – event – effect" chain.
Internal processes giving rise to operational risk may involve
employees and/or IT systems. External events include, but
are not limited to floods, fire, earthquakes and terrorist
Credit or market events such as default or
attacks.
fluctuations in value do not fall within the scope of operational
risk.
Operational risk encompasses fraud, human resources risks,
legal risks, non-compliance risks, tax risks, information
system risks, conduct risks (risks related to the provision of
inappropriate financial services), risk related to failures in
operating processes, including loan procedures or model
risks, as well as any potential financial implications resulting
from the management of reputation risks;
(6) Compliance and Reputation Risk - Compliance risk as defined
in French regulations as the risk of legal, administrative or
disciplinary sanctions, of significant financial
loss
or
reputational damage that a bank may suffer as a result of
failure to comply with national or European laws and
regulations, codes of conduct and standards of good practice
applicable to banking and financial activities, or instructions
given by an executive body, particularly in application of
guidelines issued by a supervisory body.
By definition, this risk is a sub-category of operational risk.
However, as certain implications of compliance risk involve
more than a purely financial loss and may actually damage
the institution's reputation, the Bank treats compliance risk
separately.
Reputation risk is the risk of damaging the trust placed in a
corporation by its customers, counterparties, suppliers,
employees,
shareholders, supervisors and any other
stakeholder whose trust is an essential condition for the
corporation to carry out its day-to-day operations.
Reputation risk is primarily contingent on all the other risks
borne by the Bank
(7) Concentration Risk - Concentration risk and its corollary,
diversification effects, are embedded within each risk,
especially for credit, market and operational risks using the
correlation
parameters taken
into
account
by
the
corresponding risk models.
It is assessed at consolidated Group level and at financial
conglomerate level;
(8) Banking Book Interest Rate Risk - Banking book interest rate
risk is the risk of incurring losses as a result of mismatches in
interest rates, maturities and nature between assets and
liabilities. For banking activities, this risk arises in non-trading
portfolios and primarily relates to global interest rate risk;
(9) Strategic and Business Risks - Strategic risk is the risk that
the Bank's share price may fall because of its strategic
decisions.
Business risk is the risk of incurring an operating loss due to a
change in the economic environment leading to a decline in
revenue coupled with insufficient cost-elasticity.
These two types of risk are, monitored by the Board of
directors;
(10) Liquidity Risk - In accordance with regulations, the liquidity
risk is defined as the risk that a bank will be unable to honour
its commitments or unwind or settle a position due to the
situation on the market or idiosyncratic factors, within a given
time frame and at a reasonable price or cost; and
(11) Insurance Subscription Risk - Insurance subscription risk
corresponds to the risk of a financial loss caused by an
adverse trend in insurance claims. Depending on the type of
insurance business (life, personal risk or annuities), this risk
may be statistical, macroeconomic or behavioural, or may be
related to public health issues or natural disasters. It is not the
main risk factor arising in the life insurance business, where
financial risks are predominant.
(a) Difficult market and economic conditions have had and may
continue to 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.
(b) The United Kingdom's referendum to leave the European
Union may lead to significant uncertainty, volatility and
disruption in European and broader financial and economic
markets and hence may adversely affect BNPP's operating
environment.
(c) Due to the geographic scope of its activities, BNPP may be
vulnerable
to
country
regional-specific
political,
or
macroeconomic and financial environments or circumstances.
(d) BNPP's access to and cost of funding could be adversely
affected by a resurgence of financial crises, worsening
economic conditions, rating downgrades, increases in credit
spreads or other factors.
(e) Significant interest rate changes could adversely affect
BNPP's revenues or profitability.
(f) The prolonged low interest rate environment carries inherent
systemic risks, and an exit from such environment also carries
risks.
(g) The soundness and conduct of other financial institutions and
market participants could adversely affect BNPP.
(h) BNPP may incur significant losses on its trading and
investment activities due to market fluctuations and volatility.
(i) BNPP may generate lower revenues from brokerage and other
commission and fee-based
businesses
during
market
downturns.
(j) Protracted market declines can reduce liquidity in the markets,
making it harder to sell assets and possibly leading to material
losses.
(k) Laws and regulations adopted in recent years, particularly in
response to the global financial crisis may materially impact
BNPP and the financial and economic environment in which it
operates.
(1) BNPP is subject to extensive and evolving regulatory regimes
in the jurisdictions in which it operates.
(m) BNPP may incur substantial fines and other administrative and
criminal penalties for non-compliance with applicable laws and
regulations, and may also incur losses in related (or unrelated)
litigation with private parties.
(n) There are risks related to the implementation of BNPP's
strategic plans.
(o) BNPP
may experience difficulties
integrating
acquired
companies and may be unable to realize the benefits expected
from its acquisitions.
(p) Intense competition by banking and non-banking operators
could adversely affect BNPP's revenues and profitability.
(q) 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.
(r) BNPP's risk management policies, procedures and methods
may leave it exposed to unidentified or unanticipated risks,
which could lead to material losses.
(s) BNPP's hedging strategies may not prevent losses.
(t) Adjustments to the carrying value of BNPP's securities and
derivatives portfolios and BNPP's own debt could have an
impact on its net income and shareholders' equity.
(u) The expected changes in accounting principles relating to
financial instruments may have an impact on BNPP's balance
sheet and regulatory capital ratios and result in additional
costs.
(v) BNPP's competitive position could be harmed if its reputation
is damaged.
(w) An interruption in or a breach of BNPP's information systems
may result in material losses of client or customer information,
damage to BNPP's reputation and lead to financial losses.
(x) Unforeseen external events may disrupt BNPP's operations
and cause substantial losses and additional costs.
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:
Market Risks
the Notes are unsecured obligations;
the trading price of the Notes is affected by a number of factors
including, but not limited to, (in respect of Notes linked to an
Underlying Reference) the price of the relevant Underlying
Reference(s) and volatility and such factors mean that the trading price
of the Notes may be below the Final Redemption Amount or value of
the Entitlement;
Notes; exposure to the Underlying Reference in many cases will be achieved
by the Issuer entering into hedging arrangements and, in respect of
Notes linked to an Underlying Reference, potential investors are
exposed to the performance of these hedging arrangements and
events that may affect the hedging arrangements and consequently
the occurrence of any of these events may affect the value of the
Noteholder Risks
trading amount; 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
the meetings of Noteholders provisions permit defined majorities to
bind all Noteholders;
investment; in certain circumstances Noteholders may lose the entire value of their

Issuer Risk

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);

Legal Risks

settlement may be postponed following the occurrence or existence of a Settlement Disruption Event and, in these circumstances, the Issuer may pay a Disruption Cash Settlement Price (which may be less than the fair market value of the Entitlement) in lieu of delivering the Entitlement:

the occurrence of an additional disruption event or optional additional disruption event may lead to an adjustment to the Notes, or early redemption or may result in the amount payable on scheduled redemption being different from the amount expected to be paid at scheduled redemption and consequently the occurrence of an additional disruption event and/or optional additional disruption event may have an adverse effect on the value or liquidity of the Notes;

the Notes may be redeemed in the case of illegality or impracticability and such redemption may result in an investor not realising a return on an investment in the Notes:

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;

Secondary Market Risks

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 trading market for Notes may be volatile and may be adversely impacted by many events;

Risks Relating to Underlying Reference Asset(s)

In addition, there are specific risks in relation to Notes which are linked to an Underlying Reference [(including Hybrid Notes)] and an investment in such Notes will entail significant risks not associated with an investment in a conventional debt security. Risk factors in relation to Underlying Reference linked Notes include:

exposure to one or more share, similar market risks to a direct equity investment, global depositary receipt ("GDR") or American depositary receipt ("ADR"), potential adjustment events or extraordinary events affecting shares and market disruption or failure to open of an exchange which may have an adverse effect on the value and liquidity of the Notes

Risks Relating to Specific Types of Notes
The following risks are associated with SPS Notes
Reverse Convertible Notes
Investors may be exposed to a partial or total loss of their
investment. The return on the Notes depends on the
performance of the Underlying Reference(s) and whether a
knock-in event occurs.
The following risks are associated with FI Notes
Digital Notes
Investors may be exposed to a partial or total loss of their
investment. The return on the Notes is fixed, but will be
subject to the performance of the Underlying Reference(s).
The return is calculated by reference to various mechanisms
(including knock-in features).
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.
In addition, investors may lose all or part of their investment in the
Notes as a result of the terms and conditions of 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
This issue of Notes is being offered in a Non-Exempt Offer in The
Netherlands.
The issue price of the Notes is 100 per cent. of their nominal amount.
E.4 Interest of
natural and legal
persons
involved in the
issue/offer
Any Dealer and its affiliates may also have engaged, and may in the
future engage, in investment banking and/or commercial banking
transactions with, and may perform other services for, the Issuer and
its Affiliates in the ordinary course of business. Other than as
mentioned above, so far as the Issuer is aware, no person involved in
the issue of the Notes has an interest material to the offer, including
conflicting interests.
E.7 Expenses
charged to the
investor by the
Issuer
No expenses are being charged to an investor by the Issuer.