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BNP Paribas Capital/Financing Update 2017

Oct 6, 2017

1158_rns_2017-10-06_21a56ff8-0c11-453e-a130-5f9dc299b46d.pdf

Capital/Financing Update

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Final Terms dated 9 October 2017

BNP PARIBAS

(incorporated in France) (the Issuer)

Issue of EUR [Aggregate Nominal Amount available after the Offer Period] Index Linked Redemption Notes due November 2023 Series 18387

( "Eco-Plus 95% Capital Guaranteed Note 2023")

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

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

  • (a) in those Non-exempt Offer Jurisdictions mentioned in Paragraph 72 of Part A below, provided 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 2 - Additional Terms and Conditions for Index Linked Notes" in the Base Prospectus dated 2 August 2017 which received visa n° 17-415 from the Autorité des marchés financiers ("AMF") on 2 August 2017 which constitutes 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 (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 and these Final Terms 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: 18387
(ii) Tranche Number: 1
3. Specified Currency: EUR
as
defined
in
the
definition
of
"Relevant
Currency" in Condition 4 (Payments, Physical Delivery
and Exchange of Talons)
4. Aggregate Nominal Amount:
(i) Series: EUR [Aggregate Nominal Amount available after the
Offer Period
(ii) Tranche: EUR [Aggregate Nominal Amount available after the
Offer Period]
5. Issue Price of Tranche: Expected to be between 100 and 101%
of the
Aggregate Nominal Amount,
as determined
by the
Issuer after the Offer Period
6. Minimum Trading Size: EUR 1,000
7. (i) Specified Denomination: EUR 1,000
(ii) Calculation Amount: EUR 1,000
8. (i) Issue Date and Interest
Commencement Date:
3 November 2017
(ii) Interest Commencement
Date (if different from the
Issue Date):
Not applicable
9. (i) Maturity Date: 3 November 2023
(ii) Business
Day
Convention
for Maturity Date:
Following
10. Form of Notes: Bearer
11. Interest Basis: Non-interest bearing
12. Coupon Switch: Not applicable
13. Redemption/Payment Basis: Index Linked Redemption
(See paragraph 45 below)
Payout Switch: Not applicable
14. Change of Interest Basis or
Redemption/Payment Basis:
Not applicable
15. Put/Call Options: Not applicable
16. Exchange Rate: Not applicable
17. Status of the Notes: Senior Preferred Notes
18. Knock-in Event: Not applicable
19. Knock-out Event: Not applicable
20. Method of distribution: Non-syndicated
21. Hybrid Securities: Not applicable
22. Tax Gross-Up: Condition 6(d)
(No Gross-Up) of the Terms and
Conditions of the English Law Notes not applicable

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

23. Interest: Not applicable
24. Fixed Rate Provisions: Not applicable
25. Floating Rate Provisions: Not applicable
26. Screen Rate Determination: Not applicable
27. ISDA Determination: Not applicable
28. FBF Determination: Not applicable
29. Zero Coupon Provisions: Not applicable
30. Index Linked Interest Provisions: Not applicable
31. Share Linked Interest Provisions: Not applicable
32. Inflation Linked Interest Provisions: Not applicable
33. Commodity Linked Interest
Provisions:
Not applicable
34. Fund Linked Interest Provisions: Not applicable
35. ETI Linked Interest Provisions: Not applicable
36. Foreign Exchange (FX) Rate Linked
Interest Provisions:
Not applicable
37. Underlying Interest Rate Linked
Interest Provisions:
Not applicable
38. 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

PROVISIONS RELATING TO REDEMPTION

39. Final Redemption: Final Payout

40. Final Payout: Vanilla Call Notes:

Calculation Amount multiplied by:

Constant Percentage 1 + Gearing * Max (Final Redemption Value – Strike Percentage, Floor Percentage)

Where

"Constant Percentage 1" means 95%

"Gearing" means 125%

"Final Redemption Value" means Average Underlying Reference Value

"Strike Percentage" means 95%

"Floor Percentage" means 0%

with

"Average Underlying Reference Value" means, in respect of an Underlying Reference and a SPS Valuation Period, the arithmetic average of the Underlying Reference Value for such Underlying Reference for all the SPS Valuation Dates in such SPS Valuation Period.

"Closing Level" means, in respect of the Underlying Reference and a Scheduled Trading Day, the official closing level of such Underlying Reference on such day as determined by the Calculation Agent, subject as provided in Index Linked Notes Condition 2 (Adjustments to an Index).

"SPS Redemption Valuation Date" means Averaging Date

"SPS Redemption Valuation Period" means the period from and including 28 November 2022 to and including 27 October 2023

"SPS Valuation Date" means the SPS Redemption Valuation Date

"SPS Valuation Period" means the SPS Redemption Valuation Period

Strike Price Closing Value: applicable "Underlying Reference" means the Index as set out in sub-paragraph 45(i) below

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

"Underlying Reference Strike Price" means, in respect of an Underlying Reference, the Underlying Reference Closing Price Value for such Underlying Reference on the Strike Date.

"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.

  • 41. Automatic Early Redemption: Not applicable
  • 42. Issuer Call Option: Not applicable

43. Noteholder Put Option: Not applicable

  • 44. Aggregation: Not applicable
  • 45. Index Linked Redemption Amount: Applicable

(i) Index/Basket of Indices: Solactive Sustainable Development Goals World RC 8 EUR Index (the "Index" or the "Underlying Reference")

The Index is a Component Security Index.

  • (ii) Index Currency: EUR
  • (iii) Screen Page: Bloomberg Code: SOGOALEU Index
  • (iv) Specified Maximum Days of Disruption: Three (3) Scheduled Trading Days
  • (v) Strike Date: 27 October 2017
  • (vi) Averaging: Averaging applies to the Notes.

The Averaging Dates are:

  • 1) 28 November 2022
  • 2) 28 December 2022
  • 3) 27 January 2023
  • 4) 27 February 2023
  • 5) 27 March 2023
  • 6) 27 April 2023

  • 7) 30 May 2023

  • 8) 27 June 2023
  • 9) 27 July 2023
  • 10) 29 August 2023
  • 11) 27 September 2023
  • 12) 27 October 2023.

In the event that an Averaging Date is a Disrupted Day, Postponement will apply.

(vii) Redemption Valuation Date: 27 October 2023
(viii) Observation Date(s): Not applicable
(ix) Observation Period: Not applicable
(x) Exchange Business Day: (Single Index Basis)
(xi) Scheduled Trading Day: (Single Index Basis)
(xii) Exchange(s) and Index
Sponsor:
(a) the relevant Exchange is as set out in the
Conditions; and
(b) the relevant Index Sponsor is Solactive AG.
(xiii) Related Exchange: All Exchanges
(xiv) Weighting: Not applicable
(xv) Valuation Time: Scheduled Closing Time
(xvi) Index Correction Period: As per Conditions
(xvii) Optional Additional
Disruption Events:
The following Optional Additional Disruption Events
apply to the Notes:
-Increased Cost of Hedging
Trade Date: 27 October 2017
(xviii) Delayed Redemption on the
Occurrence of Index
Adjustment Event:
Not applicable
(xix) Additional provisions
applicable to Custom
Indices:
Not applicable
46. Share Linked Redemption Amount: Not applicable
47. Amount: Inflation Linked Redemption Not applicable
48. Amount: Commodity Linked Redemption Not applicable
49. Fund Linked Redemption Amount: Not applicable
50. Credit Linked Notes: Not applicable
51. ETI Linked Redemption Amount: Not applicable
52. Foreign Exchange (FX) Rate Linked
Redemption Amount:
Not applicable
53. Underlying Interest Rate Linked
Redemption Amount:
Not applicable
54. Events of Default for Senior Non-payment: Applicable
Preferred Notes: Breach of other obligations: Applicable
Insolvency (or other similar proceeding): Applicable
55. Early Redemption Amount(s): Market Value less Costs
56. Delivery: Provisions applicable to Physical Not applicable
57. Variation of Settlement:
(i) settlement: Issuer's option to vary The Issuer does not have the option to vary settlement
in respect of the Notes.
(ii) Variation of Settlement of
Physical Delivery Notes:
Not applicable
58. CNY Payment Disruption Event: Not applicable
GENERAL PROVISIONS APPLICABLE TO THE NOTES
59. 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.
60. Financial Centre(s) or other special
provisions relating to Payment Days
for the purposes of Condition 4(a):
Not applicable
61. Identification information of Holders: Not applicable
62. Talons for future Coupons or
Receipts to be attached to definitive
Notes (and dates on which such
Talons mature):
No
63. 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 Bearer Global Note or
Permanent Bearer Global Note,
consequences of failure to pay,
including any right of the Issuer to
forfeit the Notes and interest due on
late payment:
Not applicable
64. Details relating to Notes redeemable Not applicable
in instalments: amount of each
instalment, date on which each
Not applicable

65. Redenomination, renominalisation Not applicable

payment is to be made:

and reconventioning provisions:

66. Notes): Masse (Condition 12 of the Terms
and Conditions of the French Law
Not applicable
67. Governing law: English law
68. Calculation Agent: BNP Paribas Arbitrage SNC
DISTRIBUTION
69. (i) If syndicated, names of
Managers (specifying Lead
Manager):
Not applicable
(ii) Date of Subscription
Agreement:
Not applicable
(iii) Stabilisation Manager (if
any):
Not applicable
(iv) If non-syndicated, name of
relevant Dealer:
BNP Paribas
70. Total commission and concession: Not applicable
71. U.S. Selling Restrictions: Reg. S Compliance Category 2; TEFRA D
72. Non exempt Offer: Applicable
(i) 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
(ii) Offer Period: From and including 9 October 2017 to and including
27 October 2017 (or such other date the Issuer may
determined on or about such date)
(iii) Financial
intermediaries
granted specific consent to
use the Base Prospectus in
accordance
with
the
Conditions in it:
Not applicable
(iv) General Consent: Applicable
(v) Other
Authorised
Offeror
Terms:
Not applicable
(vi) Prohibition of Sales to EEA
Retail Investors:
Not applicable

PART B – OTHER INFORMATION

1. Listing and Admission to trading

(i) Listing and admission to
trading:
Not applicable
(ii) Estimate of total expenses
related to admission to
trading:
Not applicable
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.

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: Issue Price of the Aggregate Nominal Amount
  • (iii) Estimated total expenses: Not applicable

5. 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

Index Website Screen Page
Solactive
Sustainable
Development
Goals
World
RC
8
EUR
Index
www.solactive.com Bloomberg Code:
SOGOALEU
Index

INDEX DISCLAIMER

Solactive Sustainable Development Goals World RC 8 EUR Index

The financial instrument is not sponsored, promoted, sold or supported in any other manner by Solactive AG nor does Solactive AG offer any express or implicit guarantee or assurance either with regard to the results of using the Index and/or Index trade mark or the Index Price at any time or in any other respect. The Index is calculated and published by Solactive AG. Solactive AG uses its best efforts to ensure that the Index is calculated correctly. Irrespective of its obligations towards the Issuer, Solactive AG has no obligation to point out errors in the Index to third parties including but not limited to investors and/or financial intermediaries of the financial instrument. Neither publication of the Index by Solactive AG nor the licensing of the Index or Index trade mark for the purpose of use in connection with the financial instrument constitutes a recommendation by Solactive AG to invest capital in said financial instrument nor does it in any way represent an assurance or opinion of Solactive AG with regard to any investment in this financial instrument.

General disclaimer

Neither the Issuer nor the Guarantor shall have any liability for any act or failure to act by an Index Sponsor in connection with the calculation, adjustment or maintenance of an Index. Except as disclosed prior to the Issue Date, neither the Issuer, the Guarantor nor their affiliates has any affiliation with or control over the computation, composition or dissemination of an Index. Although the Calculation Agent will obtain information concerning an Index from publicly available sources it believes reliable, it will not independently verify this information. Accordingly, no representation, warranty or undertaking (express or implied) is made and no responsibility is accepted by the Issuer, the Guarantor, their affiliates or the Calculation Agent as to the accuracy, completeness and timeliness of information concerning an Index.

6. Operational Information

(i) ISIN: XS1694223543
(ii) Common Code: 169422354
(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) (if any):

(vi) Intended to be held in a manner which would allow Eurosystem eligibility:

Not applicable

No.

Whilst the designation is specified as "no" at the date of these Final Terms, should the Eurosystem 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 safekeeper. 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 Registration Agent:

Not applicable

7. Public Offers
Offer Price: Issue Price
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 The minimum amount of application per investor is:
maximum amount of application: 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:
The results of the offer of the Notes will be published
as soon as possible via Euroclear and Clearstream,
Luxembourg.
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.
8. Placing and Underwriting

13

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:

The Authorised Offerors are available from the manager 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.

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 2 August
2017 as supplemented from time to time.
In the first
paragraph of Element D.3, "Base Prospectus" means the
Base Prospectus of BNPP dated 2 August 2017.

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

Where a claim relating to information contained in the
Base 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
name
is
published
on
the
Issuer's
website
(https://rates
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

Section A - Introduction and warnings

Section B - Issuer

Element Title
B.1 Legal and
commercial
name of the
Issuer
BNP Paribas ("BNPP" or the "Bank" or the "Issuer").
B.2 Domicile/ legal
form/
legislation/
country of
incorporation
The Issuer was incorporated in France as a société anonyme under
French law and licensed as a bank, having its head office at 16,
boulevard des Italiens – 75009 Paris, France.
B.4b Trend 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 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 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 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 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 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
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
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
transactions; 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 as well as transparency and reporting on derivative

over-the-counter
the new Markets in Financial Instruments Directive ("MiFID")
and Markets in Financial Instruments Regulation ("MiFIR"),
and European regulations governing the clearing of certain
derivative
counterparties and the disclosure of securities financing
transactions to centralised bodies.
products
by
centralised
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 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 Group in 2016 sets out detailed
values and rules of conduct in this area.
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
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" or the "Group").
B.9 Profit forecast
or estimate
Not applicable, as there are no profit forecasts or estimates made in
respect of the Bank 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 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, CRD 4)
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
In millions of EUR Comparative Interim Financial Data for the six-month period ended 30 June 2017 -
1H17 1H16
(unaudited) (unaudited)
Revenues 22,235 22,166
Cost of risk (1,254) (1,548)
Net income, Group Share
Common equity Tier 1 ratio (Basel
3 fully loaded, CRD4)
4,290 4,374
30/06/2017 31/12/2016
11.7% 11.5%
30/06/2017 31/12/2016
(unaudited) (audited)
Total consolidated balance sheet 2,142,961 2,076,959
Consolidated loans and
receivables due from customers
715,466 712,233
Consolidated items due to
customers
793,384 765,953
Shareholders' equity (Group
Share)
99,318 100,665
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). 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.13 Events
impacting the
Issuer's
solvency
30 June 2017. Not applicable, as at 2 August 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
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, BNP Paribas SA began outsourcing IT Infrastructure
Management 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 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. 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.15 Principal BNP Paribas holds key positions in its two main businesses:
activities
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;

Personal Finance;

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 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.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).
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
C.1 Type and class
of Notes/ISIN
The Notes are issued in Series. The Series Number of the Notes is
18387. The Tranche number is 1.
The ISIN is: XS1694223543.
The Common Code is: 169422354.
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 .
Negative pledge
The terms of the Notes will not contain a negative pledge provision.
Events of Default
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
winding up of the Issuer.
Enforcement
The terms of the Senior Non Preferred Notes will not
contain any
events of default. However, the Noteholder may, upon written notice to
the Principal Paying Agent, cause such Note to become due and
payable, together with accrued interest thereon, if any, as of the date
on which such notice is received by the Principal Paying Agent, in the
event that an order is made or an effective resolution is passed for the
liquidation (liquidation judiciaire or liquidation amiable) of the Issuer.
Meetings
The terms of the Notes will contain provisions for calling meetings of
holders of such Notes to consider matters affecting their interests
generally.
These provisions permit defined majorities to bind all
holders, including holders who did not attend and vote at the relevant
meeting and holders who voted in a manner contrary to the majority.
Taxation
All payments in respect of Notes will be made without deduction for or
on account of withholding taxes imposed by France or any political
subdivision or any authority thereof or therein having power to tax
unless such deduction or withholding is required by law. In the event
that any such deduction is made, the Issuer will, save in certain limited
circumstances, be required to pay additional amounts to cover the
amounts so deducted.
Payments will be subject in all cases to (i) any fiscal or other laws and
regulations applicable thereto in the place of payment, but without
prejudice to the provisions of Condition 6 of the Terms and Conditions
of the English Law Notes 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.
In addition, in determining the amount of withholding or deduction
required pursuant to Section 871(m) of the Code imposed with respect
to any amounts to be paid on the Notes, 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.
Governing law
This Series of Notes is governed by English law.
C.9 Interest/Redemp
tion
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 Not Applicable
component in
the interest
payment
Please also refer to Elements C.9 above and C.18 below.
C.11 Admission to
Trading
The Notes are not intended to be admitted to trading on any market.
C.15 How the value
of the
The amount payable on redemption are calculated by reference to an
Underlying Reference:
investment in
derivative
securities is
Solactive Sustainable Development Goals World RC 8 EUR Index
(Bloomberg Code: SOGOALEU Index)
affected by the (the "Index" or the "Underlying Reference")
value of the
underlying
assets
See item C.9 above and C.18 below.
C.16 Maturity The Maturity Date of the Notes is 3 November 2023.
C.17 Settlement This Series of Notes is cash settled.
Procedure 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 Notes.
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.
Final Payout
Vanilla Notes: fixed term notes which have a return linked to the
performance of the Underlying Reference. The return calculation can
be based on various mechanisms.
There is partial protection.
Vanilla Call Notes
Calculation Amount multiplied by:
Constant Percentage 1 + Gearing * Max (Final Redemption Value
– Strike Percentage, Floor Percentage)
Where
"Constant Percentage 1" means 95%
"Gearing" means 125%
"Final Redemption Value" means Average Underlying Reference Value
"Strike Percentage" means 95%
"Floor Percentage" means 0%
with
"Average Underlying Reference Value" means, in
respect of an Underlying Reference and a SPS
Valuation Period, the arithmetic average of the
Underlying Reference Value for such Underlying
Reference for all the SPS Valuation Dates in such
SPS Valuation Period.
"Averaging Date" means
1)
28 November 2022
2)
28 December 2022
3)
27 January 2023
4)
27 February 2023
5)
27 March 2023
6)
27 April 2023
7)
30 May 2023
8)
27 June 2023
9)
27 July 2023
10) 29 August 2023
11) 27 September 2023
12) 27 October 2023.
means
BNP
Paribas
"Calculation
Agent"
Arbitrage SNC
"Closing
Level"
means,
in
respect
of
the
Underlying Reference and a Scheduled Trading
Day, the official closing level of such Underlying
Reference on such day as determined by the
Calculation Agent, subject as provided in Index
Linked Notes Condition 2 (Adjustments to an
Index).
"Index Sponsor" means Solactive AG
means any day on
"Scheduled Trading Day"
which the relevant Index Sponsor is scheduled to
publish the level of the Index and each exchange or
quotation system where trading has a material
effect on the overall market for futures or options
contracts relating to such Index are scheduled to be
open for trading during their respective regular
trading session(s).
"SPS
Date"
means
Redemption
Valuation
Averaging Date
"SPS Redemption Valuation Period" means the
period from and including 28 November 2022 to
and including 27 October 2023
"SPS Valuation Date" means the SPS Redemption
Valuation Date
"SPS
Valuation
Period"
means
the
SPS
Redemption Valuation Period
"Strike Date" means 27 October 2017
Strike Price Closing Value: applicable
"Underlying Reference" means the Index as set out in C.15 above
"Underlying Reference Closing Price Value" means, in respect of a
SPS Valuation Date, the Closing Level in respect of such day.
"Underlying Reference
Strike Price" means, in respect of an
Underlying Reference, the Underlying Reference Closing Price Value
for such Underlying Reference on the Strike Date.
"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.
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.18
above.
C.20 Underlying
Reference
The Underlying Reference specified in Element C.15 and Element
C.18 above.
Information on the Underlying Reference can be obtained from Screen
Page Bloomberg Code: SOGOALEU Index.

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:
As defined in the 2016 Registration Document 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;
(3)
Counterparty Credit Risk

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.
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 the Bank 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 the Group being unable to fulfil
current or future foreseen or unforeseen cash or collateral
requirements, 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 Group's liquidity risk is managed under a global liquidity
policy approved by the Group's ALM Committee. This policy is
based on management principles designed to apply both in
normal conditions and in a liquidity crisis. The 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,
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;
(8) Insurance
Risks
− 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 the Bank'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.
(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 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
risks
associated
with
Notes
issued
under
the
Programme, including:
Market Risks
the Notes are unsecured obligations;
Underlying 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
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
the Notes may have a minimum trading amount and if, following the
transfer of any Notes, a Noteholder holds fewer Notes than the
specified minimum trading amount, such Noteholder will not be
permitted to transfer their remaining Notes prior to redemption without
first purchasing enough additional Notes in order to hold the minimum
trading amount;
the meetings of Noteholders provisions permit defined majorities to
bind all Noteholders;
in certain circumstances Noteholders may lose the entire value of their
investment;
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
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;
at the commencement of the offer period, the issue price will not be
known
but
the
Final
Terms
will
specify
an
indicative
range.
Prospective investors are required to make their decision to purchase
the Notes on the basis of that indicative range prior to the actual issue
price which will apply to the Notes being notified to them. Notice of the
actual rate, level or percentage, as applicable, will be published in the
same manner as the publication of the Final Terms;
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 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 index, adjustment events 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
Vanilla Notes
Investors may be exposed to a partial or total loss of their
investment. The return depends on the performance of the
Underlying Reference(s).
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 expected to be between 100 and 101
per cent. of their nominal amount, as determined by the Issuer after
the Offer Period.
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.