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BNP Paribas Capital/Financing Update 2017

Nov 27, 2017

1158_rns_2017-11-27_9697b9f2-f101-4751-b580-bef1057d4eba.pdf

Capital/Financing Update

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FINAL TERMS FOR CERTIFICATES

FINAL TERMS DATED 28 NOVEMBER 2017

BNP Paribas Issuance B.V.

(formerly BNP Paribas Arbitrage Issuance B.V.)

(incorporated in The Netherlands) (as Issuer)

BNP Paribas

(incorporated in France) (as Guarantor)

Up to 10,000 Certificates relating to the Series 599 Preference Shares of BNP Paribas Synergy Limited

under the Note, Warrant and Certificate Programme of BNP Paribas Issuance B.V., BNP Paribas and BNP Paribas Fortis Funding

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

  • (i) in those Non-exempt Offer Jurisdictions mentioned in Paragraph 47 of Part A below, provided such person is a Manager or an 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
  • (ii) otherwise in circumstances in which no obligation arises for the Issuer or any Manager 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.

None of the Issuer, the Guarantor or any Manager has authorised, nor do they authorise, the making of any offer of Securities 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 in the Base Prospectus dated 7 June 2017, each Supplement to the Base Prospectus published and approved on or before the date of these Final Terms (copies of which are available as described below) and any other Supplement to the Base Prospectus which may have been published and approved before the issue of any additional amount of Securities (the "Supplements") (provided that to the extent any such Supplement (i) is published and approved after the date of these Final Terms and (ii) provides for any change to the Conditions of the Securities such changes shall have no effect with respect to the Conditions of the Securities to which these Final Terms relate which together constitute a base prospectus for the purposes of Directive 2003/71/EC (the "Prospectus Directive") (the "Base Prospectus"). This document constitutes the Final Terms of the Securities 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 BNP Paribas Issuance B.V. (the "Issuer"), BNP Paribas (the "Guarantor") and the offer of the Securities is only available on the basis of the combination of these Final Terms and the Base Prospectus. A summary of the Securities (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 and these Final Terms are available for viewing at BNP Paribas Arbitrage S.N.C., 160- 162, boulevard Macdonald, 75019 Paris, France and copies may be obtained free of charge at the specified offices of the Security Agents. The Base Prospectus and the Supplements to the Base Prospectus will also be available on the AMF website www.amf-france.org

References herein to numbered Conditions are to the terms and conditions of the relevant series of Securities and words and expressions defined in such terms and conditions shall bear the same meaning in these Final Terms in so far as they relate to such series of Securities, save as where otherwise expressly provided.

These Final Terms relate to the series of Securities as set out in "Specific Provisions for each Series" below. References herein to "Securities" shall be deemed to be references to the relevant Securities that are the subject of these Final Terms and references to "Security" shall be construed accordingly.

SPECIFIC PROVISIONS FOR EACH SERIES

SERIES NO. OF SECURITIES ISIN COMMON ISSUE PRICE REDEMPTION
NUMBER ISSUED CODE PER SECURITY DATE
CE2810IVL Up to 10,000 XS1667639758 166763975 100% of the
Notional Amount
27 December 2023

GENERAL PROVISIONS

The following terms apply to each series of Securities:

1. Issuer: BNP Paribas Issuance B.V.
2. Guarantor: BNP Paribas
3. Trade Date: 14 November 2017
4. Issue Date: 27 December 2017
5. Consolidation: Not applicable
6. Type of Securities: (a)
Certificates
(b)
The Securities are Preference Share Certificates.
The provisions of Annex 14 (Additional Terms and
Conditions for Preference Share Certificates) shall apply.
7. Form of Securities: Clearing System Global Security
8. Business Day Centre(s): The applicable Business Day Centre for the purposes of the
definition of "Business Day" in Condition 1 is a day on
which the TARGET2 system is open.
9. Settlement: Settlement will be by way of cash payment (Cash Settled
Securities).
10. Rounding
Convention
for
Cash
Settlement Amount:
Not applicable

11. Variation of Settlement:

(a)
Issuer's
option
to
vary
settlement:
The Issuer does not have the option to vary settlement in
respect of the Securities.
(b)
Variation
of
Settlement
of
Physical Delivery Securities:
Not applicable
12. Final Payout: Preference Share Certificate Condition 6 applies
Payout Switch: Not applicable
Aggregation: Not applicable
13. Relevant Asset(s): Not applicable
14. Entitlement: Not applicable
15. Exchange Rate /Conversion Rate: Not applicable
16. Settlement Currency: The settlement currency for the payment of the Cash
Settlement Amount is Euro (EUR).
17. Syndication: The Securities will be distributed on a non-syndicated basis.
18. Minimum Trading Size: 1 Certificate (and multiples of 1 Certificate thereafter)
19. Principal Security Agent: BNP Paribas Arbitrage S.N.C.
20. Registrar: Not applicable
21. Calculation Agent: BNP Paribas Arbitrage S.N.C.
22. Governing law: English law
23. Masse provisions (Condition 9.4): Not applicable
PRODUCT SPECIFIC PROVISIONS
24. Hybrid Securities: Not applicable
25. Index Securities: Not applicable
26. Share Securities: Not applicable
27. ETI Securities: Not applicable
28. Debt Securities: Not applicable
29. Commodity Securities: Not applicable
30. Inflation Index Securities: Not applicable
31. Currency Securities: Not applicable
32. Fund Securities: Not applicable
33. Futures Securities: Not applicable
34. Credit Securities: Not applicable
35. Underlying Interest Rate Securities: Not applicable
36. Preference Share Certificates: Applicable
(a)
Preference Share:
Series 599
Preference Shares of BNP Paribas Synergy
(b)
Preference
Share
Redemption
Limited
Valuation Date:
19 December 2023
37. OET Certificates: Not applicable
38. Illegality (Security Condition 7.1) and
Force Majeure (Security Condition 7.2):
Illegality:
redemption
in
accordance
with
Security
Condition 7.1(d)
Force Majeure: redemption in accordance with Security
Condition 7.2(b)
39. Additional Disruption
Events
and
(a)
Additional Disruption Events: Not applicable
Optional Additional Disruption Events: (b)
The
following
Optional
Additional
Disruption
Events apply to the Securities:
Insolvency Filing
(c)
Redemption:
Delayed Redemption on Occurrence of an Additional
Disruption Event and/or Optional Additional Disruption
Event (in the case of Certificates): Not applicable
40. Knock-in Event: Not applicable
41. Knock-out Event: Not applicable
42. EXERCISE, VALUATION AND REDEMPTION
(a) Notional
Amount
of
each
Certificate:
EUR 1,000
(b) Partly Paid Certificates: The Certificates are not Partly Paid Certificates.
(c) Interest: Not applicable
(d) Fixed Rate Provisions: Not applicable
(e) Floating Rate Provisions: Not applicable
(f) Linked Interest Certificates: Not applicable
(g) Payment of Premium
Amount(s):
Not applicable
(h) Index Linked [Interest/Premium
Amount] Certificates:
Not applicable
(i) Share Linked [Interest/Premium
Amount] Certificates:
Not applicable
  • (j) ETI Linked [Interest/Premium Amount] Certificates:
  • (k) Debt Linked [Interest/Premium Amount] Certificates:
  • (l) Commodity Linked [Interest/Premium Amount] Certificates: Not applicable
  • (m) Inflation Index Linked Not applicable

Not applicable

Not applicable

[Interest/Premium Amount]
Certificates:
(n) Currency Linked
[Interest/Premium Amount]
Certificates:
Not applicable
(o) Fund Linked [Interest/Premium
Amount] Certificates:
Not applicable
(p) Futures Linked
[Interest/Premium Amount]
Certificates:
Not applicable
(q) Underlying Interest Rate Linked
Interest Provisions:
Not applicable
(r) Instalment Certificates: The Certificates are not Instalment Certificates
(s) Issuer Call Option: Not applicable
(t) Holder Put Option: Not applicable
(u) Automatic Early Redemption:
(i)
Automatic Early
Redemption Event:
Not applicable
(v) Renouncement Notice Cut-off
Time:
Not applicable
(w) Strike Date: Not applicable
(x) Strike Price: Not applicable
(y) Redemption Valuation Date: Not applicable
(z) Averaging: Averaging does not apply to the Securities
(aa) Observation Dates: Not applicable
(bb) Observation Period: Not applicable
(cc) Settlement Business Day: Not applicable
(dd) Cut-off Date: Not applicable
(ee) Security Threshold on the Issue
Date:
Not applicable
(ff) Identification information of
Holders as provided by
Condition 29:
Not applicable

DISTRIBUTION AND U.S. SALES ELIGIBILITY

43. U.S. Selling Restrictions: Not applicable

the Securities may not be legally or
beneficially owned by or transferred to any U.S. person at
any time.
44. Additional
considerations:
U.S. Federal income tax The Securities are not Specified Securities for purposes of
Section 871(m) of the U.S. Internal Revenue Code of 1986
45. Registered broker/dealer: Not applicable
46. TEFRA C or TEFRA Not Applicable: TEFRA Not Applicable
47. Non-exempt Offer: Applicable
(i)
Non-exempt Offer Jurisdictions:
Ireland
(ii)
Offer Period:
The period from and including 28 November 2017 until and
including 19 December 2017 (the "Offer End Date"). See
further Paragraph 6 of Part B below.
(iii)
Financial intermediaries granted
specific consent to use the Base
Prospectus in accordance with
the Conditions in it:
The Manager(s) and B.C.P Asset Management (the "Initial
Authorised Offerors") being persons to whom the Issuer
has given consent, (the Authorised Offerors) other than
pursuant to Article 3(2) of the Prospectus Directive. See
further Paragraph 6 of Part B below.
(iv)
General Consent:
Not applicable
(v)
Other Authorised Offeror Terms:
Not applicable
18. Prohibition of Sales to EEA Retail
Investors:
(a) Selling Restriction: Not applicable
(b) Legend: Not applicable
ROVISIONS RELATING TO COLLATERAL AND SECURITY
9. Secured Securities other than Notional
Value Repack Securities:
Not applicable

PART B – OTHER INFORMATION

1. Listing and Admission to trading

Application has been made to list the Securities on the Official List of the Luxembourg Stock Exchange and to admit the Securities to trading on the Luxembourg Stock Exchange's regulated market with effect from the Issue Date.

2. Ratings

Ratings: The Securities have not been rated.

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

Save as discussed in the "Potential Conflicts of Interest" paragraph in the "Risk Factors" in the Base Prospectus, so far as the Issuer is aware, no person involved in the offer of the Securities has an interest material to the offer.

4. Performance of Underlying/Formula/Other Variable and Other Information concerning the Underlying Reference

The Certificates relate to the Series 599 Preference shares of the BNP Paribas Synergy Limited relating to a basket of shares.

The performance of the Preference Shares depends on the performance of the relevant underlying asset(s) or basis of reference to which the Preference Shares are linked (the "Preference Share Underlying"). The Preference Share Underlying is the Euronext France Germany Leaders 50 EW Decrement 5% Index. Information on the Preference Share Underlying (including past and further performance and volatility) is published on Reuters page BNPP=GB00BYZ0HJ05. The Preference Share Value will be published on each Business Day on Reuters page BNPP= GB00BYZ0HJ05.

The Issuer does not intend to provide post-issuance information.

5. Operational Information

Relevant Clearing System(s): Euroclear and Clearstream, Luxembourg

6. Terms and Conditions of the Public Offer

Applicable. B.C.P. Asset Management (the "Financial Intermediary") will manage a plan (the "Plan") which will be offered to the public in the Non-exempt Offer Jurisdiction in accordance with the arrangements listed below. The Financial Intermediary has selected the Certificates as the securities into which the Financial Intermediary will invest on behalf of investors in the Plan. The proceeds invested by investors in the Plan will be used by the Financial Intermediary to purchase the Certificates. It is understood that the performance of the Plan will be related to the performance of the Certificates throughout their term. Therefore, the amounts payable by the Financial Intermediary on the redemption of the Plan are linked to the amounts paid by the Issuer pursuant to the terms and conditions of the Certificates.

Offer Price: A prospective investor in the Plan should contact the Financial Intermediary for details of the Offer Price.

If any commissions or fees discount relating to the issue and sale of the Certificates have been paid or are payable by the Manager to any intermediary then such intermediary may be obliged to fully disclose to its clients the existence, nature and amount of any such commissions or fees (including, if applicable, by way of discount) as required in accordance with laws and regulations applicable to such intermediary, including any legislation regulation and/or rule implementing the Markets in Financial Instruments Directive (2004/39/EC) ("MiFID"), or as otherwise may apply in any non-EEA jurisdictions. Potential investors in these Certificates intending to purchase Certificates through an intermediary (including by way of introducing broker) should request details of any such commission or fee payment from such intermediary before making any purchase thereof.

Conditions to which the offer is subject: Offers of the Plan in its current form by the Financial Intermediary are conditional on the issue of the Certificates by the Issuer and subject to the contractual arrangements in place between the Manager and Financial Intermediary.

The Issuer reserves the right to not issue the Certificates at any time on or prior to the Issue Date. As between the Manager and its customers (including the Financial Intermediary) offers of the Certificates are further subject to such conditions as may be agreed between them and/or as are specified in any arrangements in place between them. As between the Financial Intermediary and its customers, offers of a beneficial interest in the Certificates pursuant to the Plan are further subject to such conditions as may be agreed between them and/or as are specified in any arrangements in place between them. The Issuer will not be a party to any such arrangements with prospective investors (other than the Manager) in connection with the offer or sale of the Certificates or beneficial interests in

the Certificates through the Plan and accordingly the Base Prospectus and these Final Terms will not contain such information and an Investor must obtain such information from the Financial Intermediary.

The Issuer reserves the right to modify the total nominal amount of the Certificates to which investors can subscribe, curtail the offer of the Securities or withdraw the offer of the Securities and/or, if the Securities have not yet been issued, cancel the issuance of the Securities for any reason at any time on or prior to the Offer End Date (as defined above) and advise the Financial Intermediary accordingly. For the avoidance of doubt, if any application has been made by a potential investor and the Issuer exercises such a right to withdraw the offer, each such potential investor shall not be entitled to subscribe or otherwise acquire the Securities.

Any offer of the Plan by the Financial Intermediary will be made in its own name and on its own behalf and not as an agent of the Issuer, the Guarantor or the Manager and only the Financial Intermediary will be liable for the offer in the Non-exempt Offer Jurisdiction. None of the Issuer, Guarantor or Manager accepts any liability for the offer or sale by the Financial Intermediary of an investment in the Plan to investors in the Non-exempt Offer Jurisdiction.

Description of the application process: A prospective investor in the Plan should, prior to the end of the Offer Period (as defined above), contact the Financial Intermediary for details of the application process to purchase an interest in the Plan during the Offer Period. A prospective investor in the Plan will invest in accordance with the arrangements existing between the Financial Intermediary and its customers relating to a subscription of products generally. Prospective investors will not enter into any contractual arrangements directly with the Issuer, Guarantor or the Manager related to the subscription for the Certificates. If an investor in any jurisdiction other than the Non-exempt Offer Jurisdiction wishes to purchase Certificates or to make an investment in the Plan, such investor should (a) be aware that sales in the relevant

jurisdiction may not be permitted; and (b) contact its financial advisor, bank or financial intermediary for more information.

These Final Terms may only be used in connection with and within the terms of this offer. The Final Terms do not authorise, and may not be used by the Financial Intermediary or any other party in connection with, the subsequent offer or sale of any Certificates outside the terms of the offer or the Offer Period.

With the exception of the Non-exempt Offer

Jurisdiction no action has been or will be taken in
any jurisdiction by the Issuer, Guarantor or the
Manager that would permit a public offering of
the Certificates, or possession or distribution of
any offering material in connection with the issue
of the Certificates in any country or jurisdiction
where action for that purposes is required. The
Financial Intermediary must comply with all
applicable laws and regulations in the Non
exempt Offer Jurisdiction in connection with the
offer and sale of Certificates at its own expense.
Details of the minimum and/or maximum amount
of application:
A prospective investor in the Plan should contact
the Financial Intermediary for details of any
minimum
and/or
maximum
amount
of
the
individual applications for an interest in the Plan.
Description of possibility to reduce subscriptions
and manner for refunding excess amount paid by
applicants:
A prospective investor in the Plan should contact
the
Financial
Intermediary
regarding
the
possibility of reducing their subscriptions during
the Offer Period and the manner for refunding
any excess amount paid.
Details of the method and time limits for paying
up and delivering the Securities:
A prospective investor in the Plan should contact
the Financial Intermediary for details of the
method and time limits for paying up and
delivering an interest in the Plan.
Manner in and date on which results of the offer
are to be made public:
The final amount of Certificates to be issued will
be determined based on market demand for an
investment in the Plan during the Offer Period
and will be published on the Luxembourg Stock
Exchange's website (www.bourse.lu) and at the
registered office of the Issuer and Guarantor on
or prior to the Issue Date.
Procedure for exercise of any right of pre
emption, negotiability of subscription rights and
treatment of subscription rights not exercised:
A prospective investor in the Plan should contact
the Financial Intermediary for details of any right
of pre-emption, negotiability of subscription
rights and treatment of subscription rights not
exercised.
Process for notification to applicants of the
amount allotted and indication whether dealing
may begin before notification is made:
Prospective investors in the Plan will be notified
by the Financial Intermediary in accordance with
the arrangements in place between the Financial
Intermediary
and
its
customers.
For
the
avoidance of doubt no dealings in the Certificates
may take place prior to the Issue Date.
Amount of any expenses and taxes specifically
charged to the subscriber or purchaser:
Prospective investors in the Plan should contact
the Financial Intermediary for details of any
expenses and taxes that would be specifically
charged in relation to any subscription of an
interest in the Plan.
Name and address of the entities which have a None

firm commitment to act as intermediairies in secondary trading, providing liquidity through bid and after rates and a description of the main terms of their commitment:

11

7. Placing and Underwriting

Name(s) and address(es), to the extent known to
the Issuer, of the placers in the various countries
where the offer takes place:
B.C.P. Asset Management
Designated Activity Company
71 Upper Leeson Street
Dublin 4
Ireland
D04 XK68
Name and address of the co-ordinator(s) of the
global offer and of single parts of the offer:
Not applicable
Name and address of any paying agents and
depository agents in each country (in addition to
the Principal Security Agent):
Prospective investors in the Plan should contact
the Financial Intermediary for details of any
additional paying agents or depository agents
involved in the offer of the Plan.
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:
No underwriting commitment is undertaken by
the Manager or the Financial Intermediary.
When the underwriting agreement has been or
will be reached:
Not applicable

Issuer is only offering to and selling to the Manager pursuant to and in accordance with terms agreed with the Manager. All sales to persons other than the Manager will be made by the Manager or person to whom it sells and/or otherwise makes arrangements with including the Financial Intermediary. The Issuer shall not be liable for any offers, sales or purchases of Certificates or beneficial interests in the Certificates pursuant to the Plan to persons (other than in respect of offers and sales to and purchasers of Certificates by the Manager and only then pursuant to the terms agreed with the Manager), which are made by the Manager or the Financial Intermediary in accordance with the arrangements in place between any such Manager or the Financial Intermediary and its customers.

The Manager has acknowledged and agreed and the Financial Intermediary will be required by the Manager to acknowledge and agree that for the purpose of offer(s) of the Certificates, the Issuer will not allow the Certificates to be publicly offered in any other European Economic Area Member State; accordingly the Certificates may only be publicly offered in the Non-exempt Offer Jurisdiction or offered to qualified investors (as defined in the Prospectus Directive) in any other European Economic Area Member States and that all offers of Certificates by it will be made only in accordance with the selling restrictions set forth in the Base Prospectus and the provisions of these Final Terms and in compliance with all applicable laws and regulations.

ISSUE SPECIFIC SUMMARY

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

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 B.V. and BNPP dated 7 June 2017 as
supplemented from time to time under the Note, Warrant and
Certificate Programme of BNPP B.V., BNPP and BNP Paribas
Fortis Funding. In the first paragraph of Element D.3, "Base
Prospectus" means the Base Prospectus of BNPP B.V. and BNPP
dated 7 June 2017 under the Note, Warrant and Certificate
Programme of BNPP B.V., BNPP and BNP Paribas Fortis
Funding.

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

No civil liability will attach to the Issuer or the Guarantor 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
Section A - Introduction and warnings
-- -- --------------------------------------- -- --
Element Title
Securities.
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
Securities by the Managers and B.C.P. Asset Management
(each an
"Authorised Offeror").
Offer period: The Issuer's consent referred to above is given for Non-exempt
Offers of Securities during the period from and including 28 November 2017
to and including 19 December 2017 (the "Offer Period").
Conditions to consent: The conditions to the Issuer's consent 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 Securities in Ireland.
AN INVESTOR INTENDING TO PURCHASE OR PURCHASING
ANY
SECURITIES
IN
A
NON-EXEMPT
OFFER
FROM
AN
AUTHORISED OFFEROR WILL DO SO, AND OFFERS AND SALES
OF SUCH SECURITIES TO AN INVESTOR BY SUCH AUTHORISED
OFFEROR WILL BE MADE, IN ACCORDANCE WITH THE TERMS
AND CONDITIONS OF THE OFFER IN PLACE BETWEEN SUCH
AUTHORISED OFFEROR AND SUCH INVESTOR INCLUDING
ARRANGEMENTS IN RELATION TO PRICE, ALLOCATIONS,
EXPENSES AND SETTLEMENT. THE RELEVANT INFORMATION
WILL BE PROVIDED BY THE AUTHORISED OFFEROR AT THE
TIME OF SUCH OFFER.

Section B - Issuer and Guarantor

Element Title
B.1 Legal and commercial
name of the Issuer
BNP Paribas Issuance B.V. (formerly BNP Paribas Arbitrage Issuance B.V.)
("BNPP B.V." or the "Issuer").
B.2 Domicile/ legal form/
legislation/ country of
incorporation
The Issuer was incorporated in the Netherlands as a private company with
limited liability under Dutch law having its registered office at Herengracht
595, 1017 CE Amsterdam, the Netherlands.
B.4b Trend Information BNPP B.V. is dependent upon BNPP.
BNPP B.V. is a wholly owned
subsidiary of BNPP specifically involved in the issuance of securities such
as notes, warrants or certificates or other obligations which are developed,
setup and sold to investors by other companies in the BNP Paribas Group
(including BNPP).
The securities are hedged by acquiring hedging
instruments and/or collateral from BNP Paribas and BNP Paribas entities as
described in Element D.2 below. As a consequence, the Trend Information
described with respect to BNPP shall also apply to BNPP B.V.
B.5 Description of the Group BNPP B.V. is a wholly owned subsidiary of BNP Paribas. BNP Paribas is
Element Title
Group"). the ultimate holding company of a group of companies and manages
financial operations for those subsidiary companies (together the "BNPP
B.9 Profit forecast or
estimate
Not applicable, as there are no profit forecasts or estimates made in respect
of the Issuer in the Base Prospectus to which this Summary relates.
B.10 Audit report
qualifications
Not applicable, there are no qualifications in any audit report on the
historical financial information included in the Base Prospectus.
B.12 Selected historical key financial information:
Comparative Annual Financial Data - In EUR
31/12/2016 (audited)
31/12/2015 (audited)
Revenues 399,805 315,558
Net income, Group share 23,307 19,786
Total balance sheet 48,320,273,908 43,042,575,328
Shareholders' equity (Group share) 488,299 464,992
Comparative Interim Financial Data for the six-month period ended 30 June 2017 – In EUR
30/06/2017 30/06/2016
(unaudited) (unaudited)
Revenues 180,264 183,330
Net Income, Group Share 11,053 12,506
30/06/2017 31/12/2016
(unaudited) (audited)
Total balance sheet 50,298,295,452 48,320,273,908
Shareholders' equity (Group share) 499,352 488,299
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 2017 (being the end of the last financial period for which interim financial statements have been
published).
2016.
There has been no significant change in the financial or trading position of BNPP B.V. since 30 June
2017 and there has been no material adverse change in the prospects of BNPP B.V. since 31 December
B.13 Events impacting the
Not applicable, as at 13 September 2017 and to the best of the Issuer's
knowledge, there have not been any recent events which are to a material
Issuer's solvency
extent relevant to the evaluation of the Issuer's solvency since 30 June 2017.
Element Title
B.14 Dependence upon other
group entities
BNPP B.V. is dependent upon BNPP.
BNPP B.V. is a wholly owned
subsidiary of BNPP specifically involved in the issuance of securities such
as notes, warrants or certificates or other obligations which are developed,
setup and sold to investors by other companies in the BNPP Group
(including BNPP).
The securities are hedged by acquiring hedging
instruments and/or collateral from BNP Paribas and BNP Paribas entities as
described in Element D.2 below. See also Element B.5 above.
B.15 Principal activities The principal activity of the Issuer is to issue and/or acquire financial
instruments of any nature and to enter into related agreements for the
account of various entities within the BNPP Group.
B.16 Controlling shareholders BNP Paribas holds 100 per cent. of the share capital of the Issuer.
B.17 Solicited credit ratings BNPP B.V.'s long term credit ratings are A with a stable outlook (Standard
& Poor's Credit Market Services France SAS) and BNPP B.V.'s short term
credit ratings are A-1 (Standard & Poor's Credit Market Services France
SAS).
The
Securities
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 by the assigning rating
agency.
B.18 Description
of
the
Guarantee
The Securities will be unconditionally and irrevocably guaranteed by BNP
Paribas ("BNPP" or the "Guarantor") pursuant to an English law deed of
guarantee executed by BNPP on or around 7 June 2017 (the "Guarantee").
In the event of a bail-in of BNPP but not BNPP B.V., the obligations and/or
amounts owed by BNPP under the guarantee shall be reduced to reflect any
such modification or reduction applied to liabilities of BNPP resulting from
the application of a bail-in of BNPP by any relevant regulator (including in a
situation where the Guarantee itself is not the subject of such bail-in).
The obligations under the guarantee/garantie
are direct unconditional,
unsecured and unsubordinated obligations of BNPP and rank and will rank
pari passu among themselves and at least pari passu with all other direct,
unconditional, unsecured and unsubordinated indebtedness of BNPP (save
for statutorily preferred exceptions).
B.19 Information
about
the
Guarantor
B.19/ B.1 Legal and commercial
name of the Guarantor
BNP Paribas
B.19/ B.2 Domicile/
legal
form/
legislation/
country
of
incorporation
The Guarantor 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.
Element Title
B.19/ B.4b Trend information Macroeconomic environment.
Macroeconomic and market conditions affect BNPP's results. The nature of
BNPP'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 2016, global growth stabilised slightly above 3%, despite a much lower
growth in the advanced economies. Three major transitions continue to
affect the global outlook: declining economic growth in China, fluctuating
energy prices that rose in 2016, and a second tightening of monetary policy
in the United States in the context of a resilient domestic recovery. It should
be noted that the central banks of several large developed countries continue
to maintain accommodative monetary policies. IMF economic forecasts for
2017 point to a recovery in global activity, no significant improvement in
growth in the euro zone and Japan, and a slowdown in the United Kingdom.
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 to 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.
A broad increase in the foreign exchange liabilities of the economies of
many emerging market economies was observed in 2016, at a time when
debt levels (in both foreign and local currency) were already high. The
private sector was the main source of the increase in this debt. Furthermore,
the prospect of a gradual increase in US key rates (the Federal Reserve Bank
made its first increase in December 2015, and a second in December 2016)
and increased financial volatility stemming from concerns about growth and
mounting geopolitical risk in emerging markets have contributed to a
tightening of external financial conditions, increased capital outflows,
further currency depreciations in many emerging markets and heightened
risks for banks. These factors could result in
further downgrades of
sovereign ratings.
There is still a risk of disturbances in global markets (rising risk premiums,
erosion of confidence, declining growth, deferral or slower pace of
normalisation of monetary policies, declining liquidity in markets, asset
valuation problems, decline in credit supply and disorderly deleveraging)
that could affect all banking institutions.
Systemic risks related to increased debt and market liquidity
Despite the upturn since mid-2016, interest rates remain low, which may
continue to encourage excessive risk-taking among some players in the
financial system: increased maturities of financing and assets held, less
Element Title
stringent policy for granting loans, increase in leveraged 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.
Recent years have also seen an increase in debt (public and private, in both
developed and emerging countries). The resulting risk could materialise
either in the event of a spike in interest rates or a further negative growth
shock.
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 BNPP. 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 BNPP 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
upcoming potential changes in Europe;
-
regulations governing capital: the Capital Requirements Directive
IV ("CRD 4")/the Capital Requirements Regulation ("CRR"), the
international standard for total loss-absorbing capacity ("TLAC")
and BNPP'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 systems
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 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
Element Title
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 markets and transparency and reporting on derivative
transactions;
-
the new Markets in Financial Instruments Directive ("MiFID") and
Markets in Financial Instruments Regulation ("MiFIR"),
and
European regulations governing the clearing of certain over-the
counter derivative products by centralised counterparties and the
disclosure of securities financing transactions to centralised bodies.
Moreover, in today's tougher regulatory context, the risk of non-compliance
with existing laws and regulations, in particular those relating to the
protection of the interests of customers, is a significant risk for the banking
industry, potentially resulting in significant losses and fines. In addition to
its compliance system, which specifically covers this type of risk, the BNP
Paribas Group places the interest of its customers, and more broadly that of
its stakeholders, at the heart of its values. The new code of conduct adopted
by the BNP Paribas Group in 2016 sets out detailed values and rules of
conduct in this area.
Cyber risk
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
BNPP, 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 after a cyber incident.
B.19/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 74 countries and has more
than 190,000 employees, including more than 145,000 in Europe. BNPP is
the parent company of the BNP Paribas Group (together the "BNPP
Group").
B.19/B.9 Profit forecast or
estimate
Not applicable, as there are no profit forecasts or estimates made in respect
of the Guarantor in the Base Prospectus to which this Summary relates.
B.19/ B.10 Audit report Not applicable, there are no qualifications in any audit report on the
Element Title
qualifications historical financial information included in the Base Prospectus.
B.19/ B.12 Selected historical key financial information:
Comparative Annual Financial Data - In millions of EUR
31/12/2016 31/12/2015
(audited) (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 CRD4)
11.5% 10.9%
31/12/2016 31/12/2015
(audited) (audited)
Total consolidated balance sheet 2,076,959 1,994,193
Consolidated loans and receivables due from
customers
712,233 682,497
Consolidated items due to customers 765,953 700,309
Shareholders' equity (Group share) 100,665 96,269
Comparative Interim Financial Data for the six-month period ended 30 June 2017 – In millions of
EUR
1H17
(unaudited)
1H16
(unaudited)
Revenues 22,235 22,166
Cost of risk (1,254) (1,548)
Net income, Group share 4,290 4,374
30/06/2017 31/12/2016
Common equity Tier 1 ratio (Basel 3 fully
loaded, CRD4)
11.7% 11.5%
30/06/2017
(unaudited)
31/12/2016
(audited)
Total consolidated balance sheet 2,142,961 2,076,959
Consolidated loans and receivables due from
customers
715,466 712,233
Element Title
Consolidated items due to customers 793,384 765,953
Shareholders' equity (Group share) 99,318 100,665
Comparative Interim Financial Data for the nine-month period ended 30 September 2017 – In
millions of EUR
9M17 9M16
(unaudited) (unaudited)
Revenues 32,629 32,755
Cost of risk (1,922) (2,312)
Net income, Group share
Common equity Tier 1 Ratio (Basel 3 fully
loaded, CRD 4)
Total consolidated balance sheet
Consolidated loans and receivables due from
customers
Consolidated items due to customers
Shareholders' equity (Group share)
6,333 6,260
30/09/17 31/12/2016
11.8% 11.5%
30/09/2017 31/12/2016
(unaudited) (audited)
2,158,500 2,076,959
711,589 712,233
793,163 765,953
100,544 100,665
Statements of no significant or material adverse change
See Element B.12 above in the case of the BNPP Group.
There has been no material adverse change in the prospects of BNPP or the BNPP Group since 31
December 2016 (being the end of the last financial period for which audited financial statements have
been published).
B.19/ B.13 Events
impacting
the
Guarantor's solvency
September 2017. Not applicable, as at 15 November 2017 and to the best of the Guarantor's
knowledge, there have not been any recent events which are to a material
extent relevant to the evaluation of the Guarantor's solvency since 30
B.19/ B.14 Dependence upon other
Group entities
Subject to the following paragraph, BNPP is not dependent upon other
members of the BNPP Group.
In April 2004, BNPP began outsourcing IT Infrastructure Management
Element Title
Services to the BNP Paribas Partners for Innovation (BP²I) joint venture set
up with IBM France at the end of 2003. BP²I provides IT Infrastructure
Management Services for BNPP and several BNPP subsidiaries in France
(including BNP Paribas Personal Finance, BP2S and BNP Paribas Cardif),
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. The Swiss subsidiary was closed on 31
December 2016.
BP²I 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 BP²I 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 is a fully-owned IBM subsidiary, which has changed its name to IBM
Luxembourg, and handles IT Infrastructure Management for part of BNP
Paribas Luxembourg's entities.
BancWest's
data
processing
operations
are
outsourced
to
Fidelity
Information Services ("FIS") for its core banking. The hosting and
production operations are also located at FIS in Honolulu.
Cofinoga France's data processing is outsourced to SDDC, a fully-owned
IBM subsidiary.
See also Element B.5 above.
B.19/ B.15 Principal activities BNP Paribas holds key positions in its two main businesses:

Retail Banking and Services, which includes:

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,
Element Title

Personal Finance,

Insurance,

Wealth and Asset Management;

Corporate and Institutional Banking (CIB), which includes:

Corporate Banking,

Global Markets,

Securities Services.
B.19/ B.16 Controlling shareholders None of the existing shareholders controls, either directly or indirectly,
BNPP. As at 30 June 2017, the main shareholders were Société Fédérale de
Participations
et
d'Investissement
("SFPI")
a
public-interest
société
anonyme
(public limited company) acting on behalf of the Belgian
government holding 7.7% of the share capital, BlackRock Inc holding 5.1%
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.19/ 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), Aa3 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).
A security rating is not a recommendation to buy, sell or hold securities and
may be subject to suspension, reduction or withdrawal at any time by the
assigning rating agency.

Section C– Securities

Element Title
C.1 Type and class of
Securities/ISIN
The Securities are certificates ("Certificates") and are issued in Series. The
Series Number of the Securities is CE2810IVL. The Tranche number is 1.
The ISIN is: XS1667639758.
The Common Code is: 166763975.
The Certificates are governed by English law.
The Securities are cash settled Securities.
C.2 Currency The currency of this Series of Securities is Euro (EUR)
C.5 Restrictions on free
transferability
The Securities will be freely transferable, subject to the offering and selling
restrictions in the United States, the European Economic Area, Belgium, the
Czech Republic, Denmark, Finland, France, Germany, Hungary, Ireland,
Italy, Luxembourg, Norway, Poland, Portugal, Romania, Spain, Sweden, the
United Kingdom, Japan and Australia and under the Prospectus Directive and
the laws of any jurisdiction in which the relevant Securities are offered or
sold.
C.8 Rights attaching to the
Securities
Securities issued under the Base Prospectus will have terms and conditions
relating to, among other matters:
Status
The Securities are issued on an unsecured basis. Securities issued on an
unsecured basis are unsubordinated and unsecured obligations of the Issuer
and rank pari passu among themselves.
Taxation
The Holder must pay all taxes, duties and/or expenses arising from the
redemption of the Securities and/or the delivery or transfer of the Entitlement.
The Issuer shall deduct from amounts payable or assets deliverable to Holders
certain taxes and expenses not previously deducted from amounts paid or
assets delivered to Holders, as the Calculation Agent determines are
attributable to the Securities.
Payments will be subject in all cases to (i) any fiscal or other laws and
regulations applicable thereto in the place of payment (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 any law
implementing
an
intergovernmental
approach
thereto,
and
(iii)
any
withholding or deduction required pursuant to Section 871(m) of the Code.
In addition, in determining the amount of withholding or deduction required
Element Title
pursuant to Section 871(m) of the Code imposed with respect to any amounts
to be paid on the Securities, the Issuer shall be entitled to withhold on any
"dividend equivalent" payment (as defined for purposes of Section 871(m) of
the Code) at a rate of 30 per cent.
Negative pledge
The terms of the Securities will not contain a negative pledge provision.
Events of Default
The terms of the Securities will not contain events of default.
Meetings
The terms of the Securities will contain provisions for calling meetings of
holders of such Securities 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.
Governing law
The Securities, the English Law Agency Agreement (as amended or
supplemented from time to time), the Guarantee in respect of the Securities]
and any non-contractual obligations arising out of or in connection with the
Securities, the English Law Agency Agreement (as amended or supplemented
from time to time) and the Guarantee in respect of the Securities will be
governed by and shall be construed in accordance with English law.
C.9 Interest/Redemption Interest
The Securities do not bear or pay interest.
Redemption
Unless previously redeemed, each Security will be redeemed as set out in
Element C.18.
The Securities may also be redeemed early (i) on occurrence of an Additional
Disruption Event, an Optional Additional Disruption Event, an Extraordinary
Event, a Potential Adjustment Event or (ii) if an Early Redemption Notice is
given in respect of the Preference Shares or (i) if performance of the Issuer's
obligations under the Securities becomes illegal, or becomes illegal or
impractical by reason of force majeure or act of state. The amount payable
under the Securities on early redemption will be, in the case of (i) the Early
Redemption Amount (see item C.18), in the case of (ii) the Early Redemption
Certificate Amount (see item C.18) or (iii) in the case of (i) the fair market
value of each Security less hedge costs.
Representative of Holders
Element Title
No representative of the Holders has been appointed by the Issuer.
Please also refer to item C.8 above for rights attaching to the Securities.
C.10 Derivative component in
the interest payment
Not applicable
Please also refer to Elements C.9 above and C.15 below.
C.11 Admission to Trading Application has been made by the Issuer (or on its behalf) for the Securities to
be admitted to trading on the Luxembourg Stock Exchange.
C.15 How the value of the
investment in the
derivative securities is
affected by the value of
the underlying assets
The amount payable on redemption is calculated by reference to the
Underlying Reference(s). See item C.9 above and C.18 below.
C.16 Maturity of the
derivative Securities
The Redemption Date of the Securities is 27 December 2023 or if later the
second business day immediately following the Preference Share Redemption
Valuation Date.
C.17 Settlement Procedure This Series of Securities is cash settled.
The Issuer does not have the option to vary settlement.
C.18 Return on derivative
securities
See Element C.8 above for the rights attaching to the Securities.
Final Redemption
Unless previously redeemed or purchased and cancelled, each Security
entitles its holder to receive from the Issuer on the Redemption Date a Cash
Settlement Amount equal to the Final Payout.
Final Payouts
The "Final Payout" is an amount equal to:
Issue Price x (Preference ShareValueFinal
/ Preference ShareValueInitial)
where:
"Preference Share Valuefinal" means the Preference Share Value on the Final
Valuation Date; and
"Preference Share Valueinitial" means the Preference Share Value on the
Initial Valuation Date.
"Final Valuation Date" means the Preference Share Redemption Valuation
Date.
Element Title
"Initial Valuation Date" means the Issue Date or, if the date for valuation of
or any determination of the underlying asset or reference basis (or any part
thereof) for the Preference Shares falling on or about such day is to be
delayed in accordance with the terms and conditions of the Preference Shares
by reason of a disruption or adjustment event, the Initial Valuation Date shall
be such delayed valuation or determination date(s), all as determined by the
Calculation Agent.
"Preference Share" means the Series 599 Preference Shares issued by BNP
Paribas Synergy Limited (the "Preference Share Issuer").
"Preference Share Redemption Valuation Date" means 19 December 2023
or if the date for valuation of or any determination of the underlying asset or
reference basis (or any part thereof) for the Preference Shares falling on or
about such day is to be delayed in accordance with the terms and conditions
of the Preference Shares by reason of a disruption or adjustment event, the
Preference Share Redemption Valuation Date shall be such delayed valuation
or determination date(s), all as determined by the Calculation Agent.
"Preference Share Value" means, in respect of any day, the market value of
a Preference Share on such day, at a time prior to any redemption of such
Preference Share, as determined by the Calculation Agent in good faith and in
a commercially reasonable manner.
Early Redemption
"Early Redemption Amount" means, an amount in the Settlement Currency
calculated by the Calculation Agent on the same basis as the Cash Settlement
Amount except that the definition of Preference Share Valuefinal
shall be the
Preference Share Value on the day falling two Business Days before the Early
Redemption Date.
"Early Redemption Certificate Amount" means, in respect of each
Certificate, an amount in the Settlement Currency
calculated by the
Calculation Agent equal to:
Issue Price x (Preference ShareValueearly
/ Preference ShareValueInitial)
where:
"Preference Share Valueearly" means the Preference Share Value on the
Early Preference Share Redemption Date.
"Early Redemption Date" means the date selected by the Issuer falling not
more than 10 business days immediately succeeding the date on which the
illegality, force majeure, Potential Adjustment Event, Additional Disruption
Event, Optional Additional Disruption Event or Extraordinary Event, as the
case may be, occurs.
"Early Redemption Notice" means the notice of early redemption given in
Element Title
respect of the Preference Shares.
"Early Preference Share Redemption Date" means a date upon which the
Preference Shares are redeemed prior to their planned maturity, as specified
in the relevant Early Redemption Notice.
The above provisions are subject to adjustment as provided in the conditions
of the Securities to take into account events in relation to the Underlying
Reference or the Securities. This may lead to adjustments being made to the
Securities or in some cases the Securities 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 C.18 above
C.20 Underlying The Underlying Reference specified in Element C.9 above. Information on
the Underlying Reference can be obtained from Reuters page BNPP=
GB00BYZ0HJ05.

Section D – Risks

Element Title
D.2 Key risks regarding the
Issuer and the Guarantor
Prospective purchasers of the Securities should be experienced with respect to
options and options transactions and should understand the risks of
transactions involving the Securities. An investment in the Securities presents
certain risks that should be taken into account before any investment decision
is made. Certain risks may affect the Issuer's ability to fulfil its obligations
under the Securities or the Guarantor's ability to perform its obligations under
the Guarantee, some of which are beyond its control. In particular, the Issuer
and the Guarantor, together with the BNPP Group, are exposed to the risks
associated with its activities, as described below:
Guarantor
As defined in BNPP's 2016 Registration Document (in English) and Annual
Financial Report, eight main categories of risk are inherent in BNPP's
activities:
(1)
Credit Risk - Credit risk is the consequence resulting from the
likelihood that a 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)
Securitisation in the Banking Book -
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;

the subordination 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;
Counterparty Credit Risk
(3)
-
Counterparty credit risk is the
translation of the credit risk embedded in financial transactions,
investments and/or settlement transactions between counterparties.
Those transactions include bilateral contracts such as over-the
counter ("OTC") derivatives contracts 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.
Element Title
Counterparty risk lies in the event that a counterparty defaults on its
obligations to pay the Bank the full present value of the flows
relating to a transaction or a portfolio for which the Bank is a net
receiver. Counterparty credit risk is also linked to the replacement
cost of a derivative or portfolio in the event of counterparty default.
Hence, it can be seen as a market risk in case of default or a
contingent risk. Counterparty risk arises both from both bilateral
activities of BNP Paribas with clients and clearing activities through
a clearing house or an external clearer;
(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.
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) Liquidity Risk - Liquidity risk is the risk that BNPP will not be able
to honour its commitments or unwind or settle a position due to the
market environment or idiosyncratic factors (i.e. specific to
BNP Paribas), within a given timeframe and at a reasonable cost.
Liquidity risk reflects the risk of BNPP being unable to fulfil current
or future foreseen or unforeseen cash or collateral requirements,
Element Title
across all time horizons, from the short to the long term.
This risk may stem from the reduction in funding sources, draw
down of funding commitments, a reduction in
the
liquidity
of
certain assets, or an increase in cash or collateral margin calls. It may
be related to the bank itself (reputation risk) or to external factors
(risks in some markets).
The BNPP Group's liquidity risk is managed under a global liquidity
policy approved by the BNPP Group's ALM Committee. This policy
is based on management principles designed to apply both in normal
conditions and in a liquidity crisis. The BNPP Group's liquidity
position is assessed on the basis of internal indicators and regulatory
ratios.
(6) 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 attacks. Credit or
market events such as default or 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;
(7) Compliance and Reputation Risk - Compliance risk is 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, BNPP treats compliance risk separately.
Reputation risk is the risk of damaging the trust placed in a
corporation by its customers, counterparties, suppliers, employees,
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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
BNPP;
(8) Insurance Risk - BNP Paribas Cardif is exposed to the following
risks:
market risk, risk of a financial loss arising from adverse movements
of financial markets. These adverse movements are notably reflected
in prices (foreign exchange
rates,
bond
prices,
equity
and
commodity prices, derivatives prices, real estate prices…) and
derived from fluctuations in interest rates, credit spreads, volatility
and correlation;
credit risk, risk of loss resulting from fluctuations in the credit
standing of issuers of securities, counterparties and any debtors to
which insurance and reinsurance undertakings are exposed. Among
the debtors, risks related to financial instruments (including the
banks in which the Company holds deposits) and risks related to
receivables generated by the underwriting activities (premium
collection, reinsurance recovering…) are distinguished into two
categories: "Asset Credit Risk" and "Liabilities Credit Risk";
underwriting risk is the risk of a financial loss caused by a sudden,
unexpected increase in insurance claims. Depending on the type of
insurance business (life, non-life), this risk may be statistical,
macroeconomic or behavioural, or may be related to public health
issues or disasters;
operational risk is the risk of loss resulting from the inadequacy or
failure of internal processes, IT failures or deliberate external events,
whether accidental or natural. The external events mentioned in this
definition include those of human or natural origin.
(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 or regional-specific political, macroeconomic
and financial environments or circumstances.
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(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.
(l) 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
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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.
Issuer
Group. The main risks described above in relation to BNPP also represent the main
risks for BNPP B.V., either as an individual entity or a company in the BNPP
Dependency Risk
Group entities. BNPP B.V. is an operating company. The assets of BNPP B.V. consist of the
obligations of other BNPP Group entities. The ability of BNPP B.V. to meet
its own obligations will depend on the ability of other BNPP Group entities to
fulfil their obligations. In respect of securities it issues, the ability of BNPP
B.V. to meet its obligations under such securities depends on the receipt by it
of payments under certain hedging agreements that it enters with other BNPP
Market Risk
BNPP B.V. takes on exposure to market risks arising from positions in
interest rates, currency exchange rates, commodities and equity products, all
of which are exposed to general and specific market movements. However,
these risks are hedged by option and swap agreements and therefore these
risks are mitigated in principle.
Credit Risk
BNPP B.V. has significant concentration of credit risks as all OTC contracts
are acquired from its parent company and other BNPP Group entities. Taking
into consideration the objective and activities of BNPP B.V. and the fact that
its parent company is under supervision of the European Central Bank and the
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Autorité de Contrôle Prudentiel et de Résolution management considers these
risks as acceptable. The long term senior debt of BNP Paribas is rated (A) by
Standard & Poor's and (Aa3) by Moody's.
Liquidity Risk
BNPP B.V. has significant liquidity risk exposure. To mitigate this exposure,
BNPP B.V. entered into netting agreements with its parent company and
other BNPP Group entities.
D.3 Key risks regarding the
In addition to the risks (including the risk of default) that may affect the
Securities
Issuer's ability to fulfil its obligations under the Securities or the Guarantor's
ability to perform its obligations under the Guarantor, there are certain factors
which are material for the purposes of assessing the market risks associated
with Securities issued under the Base Prospectus, including:
Market Risks
Securities (other than Secured Securities) are unsecured obligations;
exposure to the Underlying Reference in many cases will be achieved by the
relevant Issuer entering into hedging arrangements and, in respect of
Securities 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 Securities;
Holder Risks
the Securities may have a minimum trading amount and if, following the
transfer of any Securities, a Holder holds fewer Securities than the specified
minimum trading amount, such Holder will not be permitted to transfer their
remaining Securities prior to redemption without first purchasing enough
additional Securities in order to hold the minimum trading amount;
Issuer/Guarantor Risks
a reduction in the rating, if any, accorded to outstanding debt securities of the
Issuer or Guarantor (if applicable) by a credit rating agency could result in a
reduction in the trading value of the Securities;
certain conflicts of interest may arise (see Element E.4 below);
Legal Risks
the occurrence of an additional disruption event or optional additional
disruption event may lead to an adjustment to the Securities 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
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liquidity of the Securities;
in certain circumstances settlement may be postponed or payments made in
USD if the Settlement Currency specified in the applicable Final Terms is not
freely transferable, convertible or deliverable;
expenses and taxation may be payable in respect of the Securities;
the Securities 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 Securities;
Secondary Market Risks
the only means through which a Holder can realise value from the Security
prior to its Redemption Date is to sell it at its then market price in an available
secondary market and that there may be no secondary market for the
Securities (which could mean that an investor has to exercise or wait until
redemption of the Securities to realise a greater value than its trading value);
an active secondary market may never be established or may be illiquid and
this may adversely affect the value at which an investor may sell its Securities
(investors may suffer a partial or total loss of the amount of their investment)
Risks relating to Underlying Reference Asset(s)
In addition, there are specific risks in relation to Securities which are linked to
an Underlying Reference (including Hybrid Securities) and an investment in
such Securities will entail significant risks not associated with an investment
in a conventional debt security.
Risk factors in relation to Underlying
Reference linked Securities include:
exposure to a preference share and preference share issuer, that investors risk
losing all or a part of their investment if the value of the preference shares
does not move in the anticipated direction, that the Preference Share
Certificates may be early redeemed in certain circumstances
D.6 Risk warning See Element D.3 above.
In the event of the insolvency of the Issuer or if it is otherwise unable or
unwilling to repay the Securities when repayment falls due, an investor may
lose all or part of his investment in the Securities.
If the Guarantor is unable or unwilling to meet its obligations under the
Guarantee when due, an investor may lose all or part of his investment in the
Securities.
In addition, investors may lose all or part of their investment in the Securities
as a result of the terms and conditions of the Securities.
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E.2b Reasons for the offer and
use of proceeds
The net proceeds from the issue of the Securities 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 Securities is being offered in a Non-Exempt Offer in Ireland
The issue price of the Securities is 100 per cent of their nominal amount.
E.4 Interest of natural and
legal persons involved in
the issue/offer
Other than as mentioned above, so far as the Issuer is aware, no person
involved in the issue of the Securities 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.