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BNP Paribas Capital/Financing Update 2017

Jul 19, 2017

1158_rns_2017-07-19_c8c057c2-12a3-401a-8c40-5172322c5a5f.pdf

Capital/Financing Update

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Final Terms dated 20 July 2017

BNP PARIBAS

(incorporated in France) (the Issuer)

Issue of EUR 5,000,000 Share Linked Notes relating to ING GROEP N.V. Share due 20 July 2020 Series 18305

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

("BNP PARIBAS 9% ING Memory Coupon Note July 2017 -2020")

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 70 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 3 – Additional Terms and Conditions for Share Linked Notes" in the Base Prospectus dated 9 December 2016 which received visa n° 16-575 from the Autorité des marchés financiers ("AMF") on 9 December 2016 and the Supplements to the Base Prospectus dated 8 February 2017, 27 March 2017 and 5 May 2017 which together constitute a base prospectus for the purposes of the Directive 2003/71/EC (the "Prospectus Directive") (the "Base Prospectus"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive, and must be read in conjunction with the Base Prospectus. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus the Supplements to 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, the Supplements to the Base Prospectus and the Final Terms will also be available on the AMF website (www.amf-france.org). These Final Terms will also be available on the website of Euronext Amsterdam. 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: 18305
(ii) Tranche Number: 1
3. Specified Currency: Euro ("EUR")
4. Aggregate Nominal Amount:
(i) Series: EUR 5,000,000
(ii) Tranche: EUR 5,000,000
5. Issue Price of Tranche: 100 per cent. of the Aggregate Nominal Amount
6. Minimum Trading Size: EUR 1,000
7. (i) Specified Denominations: EUR 1,000
(ii) Calculation Amount: EUR 1,000
8. Issue Date and Interest
Commencement Date:
20 July 2017
9. Maturity Date: 20 July 2020 or if that is not a Business Day the
immediately succeeding Business Day
10. Form of Notes: Bearer
11. Interest Basis: Share Linked Interest
(further particulars specified below)
12. Coupon Switch: Not applicable
13. Redemption/Payment Basis: Share Linked Redemption
Change of Interest Basis or
Not applicable
14.
Redemption/Payment Basis:
Put/Call Options:
Not applicable
15.
16.
Exchange Rate:
Not Applicable
Status of the Notes:
Senior Preferred Notes
17.
18.
Knock-in Event:
Applicable
Determination Day
(i)
SPS Knock-in Valuation:
Applicable
as provided in Share Linked Notes Condition 2.
Knock-in Value
Value
SPS Valuation Date
Knock-in provisions, the Knock-in Determination Day
Underlying Reference
below
in respect of such day.
Underlying Reference Strike Price means 15.580
Reference Strike Price.
(ii)
Level:
Not applicable
(iii)
Knock-in Level/Knock-in
80.873% of the Underlying Reference Strike Price
Range Level:
(iv)
Knock-in Period Beginning
Not applicable
Date:
(v)
Knock-in Period Beginning
Not applicable
Date Convention:
(See paragraph 45 below)
A Knock-in Event will occur if the Knock-in Value is
less than the Knock-in Level on the relevant Knock-in
Closing Price means, in respect of the Underlying
Reference and a Scheduled Trading Day, the official
closing price of such Underlying Reference on such
day as determined by the Calculation Agent, subject
means the Underlying Reference
means, in respect of these
is as set out in item 45(i)
Underlying Reference Closing Price Value means,
in respect of a SPS Valuation Date, the Closing Price
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
(vi) Knock-in Determination
Period:
Not applicable
(vii) Knock-in Determination
Day(s):
The Redemption Valuation Date as specified in item
45(viii) below
(viii) Knock-in Period Ending
Date:
Not applicable
(ix) Knock-in Period Ending
Date Day Convention:
Not applicable
(x) Knock-in Valuation Time: Not applicable
(xi) Knock-in Observation Price
Source:
Not applicable
(xii) Disruption Consequences: Applicable
19. Knock-out Event: Not applicable
20. Method of distribution: Non-syndicated
21. Hybrid Securities: Not applicable
22. Interest: Applicable
(i) Interest Period(s): Not applicable
(ii) Interest Period End Date(s): Not applicable
(iii) Business Day Convention
for Interest Period End
Date(s):
Not applicable
(iv) Interest Payment Date(s): (i) 20 July 2018
(ii) 22 July 2019
(iii) 20 July 2020
(v) Business Day Convention
for Interest Payment
Date(s):
Following
(vi) Party responsible for
calculating the Rate(s) of
Interest and Interest
Amount(s) (if not the
Calculation Agent):
BNP
Agent")
Paribas
Arbitrage
SNC
(the
"Calculation
(vii) Margin(s): Not applicable
(viii) Minimum Interest Rate: 0% per annum
(ix) Maximum Interest Rate: Not applicable
(x) Day Count Fraction: Not applicable
(xi) Determination Dates: Not applicable
(xii) Accrual to Redemption: Not applicable
(xiii) Rate of Interest: Linked Rate

(xiv) Coupon Rate: Snowball Digital Coupon applicable

Where

Rate(i) + SumRate(i)

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

Where:

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

"Rate(i) " means 9%

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

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

"Settlement Price Date" means each Valuation Date

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

"Snowball Barrier Value" means the Underlying Reference Value

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

"Underlying Reference Value" is as defined in 18 above

"Snowball Level" means 80.873% of the Underlying Reference Strike Price

"SPS Valuation Date" means each SPS Coupon Valuation Date

23. Fixed Rate Provisions: Not applicable

24. Floating Rate Provisions: Not applicable

25. Screen Rate Determination: Not applicable
26. ISDA Determination: Not applicable
27. FBF Determination: Not applicable
28. Zero Coupon Provisions: Not applicable
29. Index Linked Interest Provisions: Not applicable
30. Share Linked Interest Provisions: Applicable
(i) Share(s)/Share
Company/Basket of
Shares/GDR/ADR:
ING GROEP N.V. (the "Share")
(ii) Relative Performance
Basket:
Not applicable
(iii) Share Currency: EUR
(iv) ISIN of Share(s): NL0011821202
(v) Screen Page/Exchange Screen Page:
Code: Bloomberg: INGA NA Equity
(vi) Averaging: Not applicable
(vii) Strike Date: 12 July 2017
(viii) Interest Valuation Time: Scheduled Closing Time
(ix) Interest Valuation Date(s): (i) 13 July 2018
(ii) 15 July 2019
(iii) 13 July 2020
(x) Observation Date(s): Not applicable
(xi) Observation Period: Not applicable
(xii) Exchange Business Day: Single Share Basis
(xiii) Scheduled Trading Day: Single Share Basis
(xiv) Exchange(s): As per Conditions
(xv) Related Exchange(s): All Exchanges
(xvi) Weighting: Not applicable
(xvii) Valuation Time: Scheduled Closing Time
(xviii) Share Correction Period: As per Conditions
(xix) Optional Additional
Disruption Events:
(a) The following Optional Additional Disruption
Events apply:
Increased Cost of Hedging
-
Trade Date: 12 July 2017
(b) Delayed Redemption on the Occurrence of
Additional Disruption Event and/or Optional
Additional Disruption Event: Not applicable
(xx) Market Disruption: three (3) Specified Maximum Days of Disruption will be equal to
(xxi) Tender Offer: Applicable
(xxii) Listing Change: Not applicable
(xxiii) Listing Suspension: Not applicable
(xxiv) Illiquidity: Not applicable
(xxv) Delayed Redemption on the
Occurrence of an
Extraordinary Event:
Not applicable
31. Inflation Linked Interest Provisions: Not applicable
32. Provisions: Commodity Linked Interest Not applicable
33. Fund Linked Interest Provisions: Not applicable
34. ETI Linked Interest Provisions: Not applicable
35. Foreign Exchange (FX) Rate Linked
Interest Provisions:
Not applicable
36. Underlying Interest Rate Linked
Interest Provisions:
Not applicable
37. Additional Business Centre(s)
(Condition 3(e) of the Terms and
Conditions of the English Law Notes
or Condition 3(e) of the Terms and
Conditions of the French Law Notes,
as the case may be):
Not applicable
38. Final Redemption: Final Payout
39. Final Payout: SPS Payouts
SPS Reverse Convertible Standard Notes:
Calculation Amount multiplied by:
(A) if no Knock-in Event has occurred:
100 per cent. ; or
(B) if a Knock-in Event has occurred:
Max (100%, Final Redemption Value)
Where:
"Final Redemption Value" means the Underlying
Reference Value (as defined in 18 above);
"SPS Valuation Date" is as defined in 18 above;
"SPS Redemption Valuation Date" means the
Redemption Valuation Date
as set out in item
45(viii) below; and
40. Automatic Early Redemption: Not applicable
41. Issuer Call Option: Not applicable
42. Noteholder Put Option: Not applicable
43. Aggregation: Not applicable
44. Index Linked Redemption Amount: Not applicable
45. Share Linked Redemption Amount: Applicable
(i) Share(s)/Share
Company/Basket
Company/GDR/ADR:
ING GROEP N.V. (the Share)
(ii) Relative Performance
Basket:
Not applicable
(iii) Share Currency: EUR
(iv) ISIN of Share(s): NL0011821202
(v) Screen Page/Exchange Screen Page:
Code: Bloomberg: INGA NA Equity
(vi) Strike Date: 12 July 2017
(vii) Averaging: Not applicable
(viii) Redemption Valuation Date: 13 July 2020
(ix) Observation Date(s): Not applicable
(x) Observation Period: Not applicable
(xi) Exchange Business Day: Single Share Basis
(xii) Scheduled Trading Day: Single Share Basis
(xiii) Exchange(s): As per Conditions
(xiv) Related Exchange(s): All Exchanges
(xv) Weighting: Not applicable
(xvi) Valuation Time: Scheduled Closing Time
(xvii) Share Correction Period: As per Conditions
(xviii) Optional Additional
Disruption Events:
(a) The following Optional Additional Disruption
Events apply to the Notes:
-
Increased Cost of Hedging
Trade Date 13 July 2017
(b) Delayed Redemption on the Occurrence of
Additional Disruption Event and/or Optional
Additional Disruption Event: Not applicable
(xix) Market Disruption: three (3) Specified Maximum Days of Disruption will be equal to
(xx) Tender Offer: Applicable
(xxi) Delayed Redemption on the
Occurrence of an
Extraordinary Event:
Not applicable
(xxii) Listing Change: Not applicable
(xxiii) Listing Suspension: Not applicable
(xxiv) Illiquidity: Not applicable
46. Amount: Inflation Linked Redemption Not applicable
47. Commodity Linked Redemption Not applicable

Amount:

48. Fund Linked Redemption Amount: Not applicable
49. Credit Linked Notes: Not applicable
50. ETI Linked Redemption Amount: Not applicable
51. Foreign Exchange (FX) Rate Linked
Redemption Amount:
Not applicable
52. Underlying Interest Rate Linked
Redemption Amount:
Not applicable
53. Early Redemption Amount:
Early Redemption Amount(s): Market Value less Costs
54. Delivery: Provisions applicable to Physical Not applicable
55. Variation of Settlement:
(i) Issuer's option to vary
settlement:
The Issuer does not have the option to vary settlement
in respect of the Notes.
(ii) Variation of Settlement of
Physical Delivery Notes:
Not applicable
56. CNY Payment Disruption Event: Not applicable
GENERAL PROVISIONS APPLICABLE TO THE NOTES
57. Form of Notes: Bearer Notes:
New Global Note: No
Temporary Bearer Global Note exchangeable for a
Permanent Bearer Global Note which is exchangeable
for definitive Bearer Notes only upon an Exchange
Event.
58. Financial Centre(s) or other special
provisions relating to Payment Days
for the purposes of Condition 4(a):
TARGET2 System
59. Identification information of Holders: Not applicable
60. Talons for future Coupons or
Receipts to be attached to definitive
Notes (and dates on which such
Talons mature):
No
61. late payment: Details relating to Partly Paid Notes:
amount of each payment comprising
the Issue Price and date on which
each payment is to be made and, if
different from those specified in the
Temporary Global Note,
consequences of failure to pay,
including any right of the Issuer to
forfeit the Notes and interest due on
Not applicable
62. Details relating to Notes redeemable
in instalments: amount of each
instalment, date on which each
payment is to be made:
Not applicable

63. Redenomination,
renominalisation
and reconventioning provisions:
Not applicable
64. Masse (Condition 12 of the Terms
and Conditions of the French Law
Notes):
Not applicable
65. Governing law: English law
66. Calculation Agent: As per clause 22(vi) above
DISTRIBUTION
67. (i) If syndicated, names of
Managers (specifying Lead
Manager):
Not applicable
(ii) Date of Subscription
Agreement:
Not applicable
(iii) Stablisation Manager (if
any):
Not applicable
(iv) If non-syndicated, name of
relevant Dealer:
BNP Paribas UK Limited
68. Total commission and concession: Not applicable
69. U.S. Selling Restrictions: Reg. S Compliance Category 2; TEFRA D
70. Non exempt Offer: Applicable
Non-exempt Offer
Jurisdictions:
An offer of the Notes may be made by the Dealer (the
"Initial
Authorised
Offeror") and any additional
financial intermediaries who have or obtained the
Issuer's consent to use the Base Prospectus in
connection with the Non-exempt Offer and who are
identified
on
the
Issuer's
website
at
(https://ratesglobalmarkets.
bnpparibas.com/gm/Public/LegalDocs.aspx)
as
an
Authorised
Offeror
together
with
any
financial
intermediaries
granted
General
Consent,
being
persons to whom the issuer has given consent, (the
"Authorised Offerors") other than pursuant to Article
3(2) of the Prospectus Directive in The Netherlands
(the "Public Offer Jurisdiction") during the Offer
Period.
See further Paragraph 7 of PART B below.
Offer Period: From and including 20 July 2017 to and including 27
July
2017
(or
such
other
date
as
the
Issuer
determines as notified on or around such date)
Financial intermediaries
granted specific consent
to use the Base
Prospectus in accordance
with the Conditions in it:
Not applicable
General Consent: Applicable
Other Authorised Offeror
Terms:
Not applicable

71. United States Tax Considerations: The Notes are not Specified Securities for the purpose of Section 871(m) of the U.S. Internal Revenue Code of 1986.

PART B – OTHER INFORMATION

1. Listing and Admission to trading

(i) Listing and admission to
trading:
Application has been made by the Issuer (or on its
behalf) for the Notes to be admitted to trading on
Euronext Amsterdam with effect from the Issue Date.
(ii) Estimate of total expenses EUR 2,800

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

2. Ratings

Ratings: The Notes to be issued have not been rated.

3. Interests of Natural and Legal Persons Involved in the 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 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: EUR 5,000,000
(iii) Estimated total expenses: See item 1(ii) above

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

See Base Prospectus for an explanation of effect on value of Investment and Associated Risks in investing in Notes.

6. OPERATIONAL INFORMATION

(i) ISIN: XS1649307003
(ii) Common Code: 164930700
(iii) Any clearing system(s) other
than Euroclear and
Clearstream, Luxembourg
approved by the Issuer and
the Principal Paying Agent
and the relevant
identification number(s):
Not applicable
(iv) Delivery: Delivery against payment
(v) Additional Paying Agent(s)
(if any):
Not applicable
(vi) Intended to be held in a
manner which would allow
Eurosystem eligibility:
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

  • (i) Offer Price: 100% of the Nominal Amount
  • (ii) 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.

(iii) 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

  • (iv) Details of the minimum and/or maximum amount of application:
  • (v) Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants:
  • (vi) Details of the method and time limits for paying up and delivering the Notes:
  • (vii) Manner and date in which results of the offers are to be made public:
  • (viii) Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised:

The minimum amount of application per investor is: EUR 1,000

Not applicable

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

  • Not applicable
  • Not applicable

  • (ix) Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made:

  • (x) Amount of any expenses and taxes specifically charged to the subscriber or purchaser:

8. Placing and Underwriting

  • (i) 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:
  • (ii) Name and address of any paying agents and depository agents in each country (in addition to the Principal Paying Agent):
  • (iii) 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:
  • (iv) When the underwriting agreement has been or will be reached: Not applicable

Not applicable

No dealings in the Notes on a regulated market for the purposes of the Markets in Financial Instruments Directive 2004/39/EC may take place prior to the Issue Date.

There are no expenses or taxes charged to the subscriber or purchaser that the Issuer is aware of.

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

Not applicable

No underwriting commitment is undertaken by the Authorised Offerors

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 9 December
2016 as supplemented from time to time.
In the first
paragraph of Element D.3, "Base Prospectus" means the
Base Prospectus of BNPP dated 9 December 2016.

Any decision to invest in any Notes should be based on a
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

Section A - Introduction and warnings

Markets in Financial Instruments Directive (Directive 2004/39/EC) and
publishes on its website the following statement (with the information
in
square
brackets
being
duly
completed
with
the
relevant
information):
"We, [insert legal name of financial intermediary], refer to the offer of
BNP PARIBAS EUR 5,000,000 Share Linked Notes due 20 July 2020
relating
to
ING
GROEP
N.V.
Share,
Series
18305,
ISIN:
XS1649307003 (the "Notes") described in the Final Terms dated 20
July 2017
(the "Final Terms") published by BNP Paribas (the
"Issuer"). In consideration of the Issuer offering to grant its consent to
our use of the Base Prospectus (as defined in the Final Terms) in
connection with the offer of the Notes in The Netherlands during the
Offer Period and subject to the other conditions to such consent, each
as specified in the Base Prospectus we hereby accept the offer by the
Issuer in accordance with the Authorised Offeror Terms (as specified
in the Base Prospectus), and confirm that we are using the Base
Prospectus accordingly.".
Offer period: The Issuer's consent referred to above is given for Non
exempt Offers of Notes during the period from and including 20 July
2017 to and including 27July 2017 (the "Offer Period").
Conditions to consent:
The conditions to the Issuer's consent (in
addition to the conditions referred to above) are that such consent (a)
is only valid during the Offer Period; and (b) only extends to the use of
the Base Prospectus to make Non-exempt Offers of the relevant
Tranche of Notes in The Netherlands.
AN INVESTOR INTENDING TO PURCHASE OR PURCHASING
ANY NOTES IN A NON-EXEMPT OFFER FROM AN AUTHORISED
OFFEROR WILL DO SO, AND OFFERS AND SALES OF SUCH
NOTES TO AN INVESTOR BY SUCH AUTHORISED OFFEROR
WILL BE MADE, IN ACCORDANCE WITH THE TERMS AND
CONDITIONS OF THE OFFER IN PLACE BETWEEN SUCH
AUTHORISED OFFEROR AND SUCH INVESTOR INCLUDING
ARRANGEMENTS IN RELATION TO PRICE, ALLOCATIONS,
EXPENSES AND SETTLEMENT. THE RELEVANT INFORMATION
WILL BE PROVIDED BY THE AUTHORISED OFFEROR AT THE
TIME OF SUCH OFFER.

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 20171
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

1 See notably: IMF – World Economic Outlook, updated in January 2017.

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
financing. 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
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
transactions;
and
Consumer
Protection
requirements for uncleared derivative products
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 as well as transparency and reporting on derivative
the new Markets in Financial Instruments Directive ("MiFID")
Act,
notably
margin
and the
over-the-counter 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
(together the "BNPP 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 192,000 employees, including more than 146,000
in Europe. BNPP is the parent company of the BNP Paribas Group
B.9 Profit forecast
or estimate
relates. Not applicable, as there are no profit forecasts or estimates made in
respect of the Bank in the Base Prospectus to which this Summary
B.10 Audit report
qualifications
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
2017 – In millions of EUR Comparative Interim Financial Data for the three-month period ended 31 March
1Q17 1Q16
(unaudited) (unaudited)
Revenues 11,297 10,844
Cost of risk (592) (757)
Net income, Group share 1,894 1,814
31/03/17 31/12/2016
Common equity Tier 1 Ratio
(Basel 3 fully loaded, CRD 4)
11.6% 11.5%
31/03/2017 31/12/2016
(unaudited) (audited)
Total consolidated balance sheet 2,197,658 2,076,959
Consolidated loans and
receivables due from customers
718,009 712,233
Consolidated items due to
customers
801,381 765,953
Shareholders' equity (Group
share)
102,076 100,665
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 31 December 2016 (being the end of the last financial period for which
audited 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
Not applicable, as at 5 May 2017 and to the best of the Issuer's
knowledge, there have not been any recent events which are to a
Issuer's
solvency
31 December 2016. material extent relevant to the evaluation of the Issuer's solvency since
B.14 Dependence
upon other
members of the BNPP Group. Subject to the following paragraph, BNPP is not dependent upon other
group entities Paribas
Personal
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
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.
into the Group if necessary. 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
of BNP Paribas Luxembourg's entities. ISFS, is a fully-owned IBM subsidiary, which has changed its name to
IBM Luxembourg, and handles IT Infrastructure Management for part
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.
owned IBM subsidiary. Cofinoga France's data processing is outsourced to SDDC, a fully
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 31 December 2016, 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 10.2% of the share capital, BlackRock
Inc. holding 5.2% 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.
On 4 May 2017, the Belgian State, via the Federal Holding and
Investment Company ("SFPI-FPIM"), announced that it had entered
into forward sale transactions in respect
of 31,198,404 shares of
BNPP representing approximately 2.5% of the share capital held by
SFPI-FPIM. Upon settlement of such forward sale transactions, SFPI
FPIM's shareholding in BNPP will reduce to approximately 7.8%.
B.17 Solicited credit
ratings
BNPP's long-term credit ratings are A with a stable outlook (Standard
& Poor's Credit Market Services France SAS), A1 with a stable outlook
(Moody's Investors Service Ltd.), A+ with a stable outlook (Fitch
France S.A.S.) and AA (low) with a stable outlook (DBRS Limited) and
BNPP's short-term credit ratings are A-1 (Standard & Poor's Credit
Market Services France SAS), P-1 (Moody's Investors Service Ltd.),
F1 (Fitch France S.A.S.) and R-1 (middle) (DBRS Limited).
The Notes have not been rated.
A security rating is not a recommendation to buy, sell or hold securities
and may be subject to suspension, reduction or withdrawal at any
time.

Section C – Notes

Element Title
C.1 Type and class
of Notes/ISIN
The Notes are issued in Series. The Series Number of the Notes is
18305. The Tranche number is 1.
The ISIN is: XS1649307003.
The Common Code is: 164930700.
The Notes are cash settled Notes.
C.2 Currency The currency of this Series of Notes is euro (EUR).
C.5 Restrictions on
free
transferability
The Notes will be freely transferable, subject to the offering and selling
restrictions in Subscription and Sale
and under the Prospectus
Directive and the laws of any jurisdiction in which the relevant Notes
are offered or sold.
C.8 Rights attaching
to the Notes
Notes issued under the Programme will have terms and conditions
relating to, among other matters:
Status and Subordination (Ranking)
The Notes are Senior Preferred Notes.
Senior Preferred Notes are Senior Preferred Obligations and constitute
direct, unconditional, unsecured and senior obligations of the Issuer
and rank and will at all times rank:
(a) pari passu among themselves and with other Senior
Preferred Obligations;
(b) senior to Senior Non Preferred Obligations; and
(c) junior to present and future claims benefiting from
other preferred exceptions.
Preferred Notes rank: Subject to applicable law, in the event of the voluntary or judicial
liquidation (liquidation amiable ou liquidation judiciaire) of the Issuer,
bankruptcy proceedings or any other similar proceedings affecting the
Issuer, the rights of Noteholders to payment under the Senior
A. junior to present and future claims benefiting from
other preferred exceptions; and
B. senior to Senior Non Preferred Obligations.
Negative pledge
The terms of the Notes will not contain a negative pledge provision.
Events of Default
winding up of the Issuer. The terms of the Senior Preferred Notes will contain events of default
including non-payment, non-performance or non-observance of the
Issuer's obligations in respect of the Notes and the insolvency or
Meetings
generally. The terms of the Notes will contain provisions for calling meetings of
holders of such Notes to consider matters affecting their interests
These provisions permit defined majorities to bind all
holders, including holders who did not attend and vote at the relevant
meeting and holders who voted in a manner contrary to the majority.
Taxation
amounts so deducted. All payments in respect of Notes will be made without deduction for or
on account of withholding taxes imposed by France or any political
subdivision or any authority thereof or therein having power to tax
unless such deduction or withholding is required by law. In the event
that any such deduction is made, the Issuer will, save in certain limited
circumstances, be required to pay additional amounts to cover the
Payments will be subject in all cases to (i) any fiscal or other laws and
regulations applicable thereto in the place of payment, but without
prejudice to the provisions of Condition 6 of the Terms and Conditions
of the English Law Notes and Condition 6 of the Terms and Conditions
of the French Law Notes, as the case may be, (ii) any withholding or
deduction
required
pursuant
to
an
agreement
described
in
Section 1471(b)
of
the
U.S.
Internal
Revenue
Code
of
1986
(the "Code") or otherwise imposed pursuant to Sections 1471 through
1474 of the Code, any regulations or agreements thereunder, any
official interpretations thereof, or (without prejudice to the provisions of
Condition 6 of the Terms and Conditions of the English Law Notes and
Condition 6 of the Terms and Conditions of the French Law Notes, as
the case may be) any law implementing an intergovernmental
approach thereto, and (iii) any withholding or deduction required
pursuant to Section 871(m) of the Code.
Governing law
This Series of Notes is governed by English law.
C.9 Interest/Redemp
tion
Interest
The Notes pay interest from their date of issue at a structured rate
calculated by reference to a share:
ING GROEP N.V. (Bloomberg Screen Page: INGA NA Equity)
(the "Share" or the "Underlying Reference").
Interest will be paid annually in arrear on 20 July in each year. The
first interest payment will be made on 20 July 2018.
The interest rate is calculated as set out below:
Snowball Digital Coupon
Snowball Digital Coupon Condition means that the Snowball Barrier
Value for the relevant SPS Coupon Valuation Date is equal to or
greater than the Snowball Level.
Rate (i) + Sum Rate(i)
Where
"Rate(i)" means 9%,
with i (i=1 to 3) meaning each relevant SPS Valuation Date
"SumRate(i)"
means the sum of Rate(i) for each SPS Coupon
Valuation Date since (but not including) the last occurring Snowball
Date (or if none the Issue Date)
"SPS Coupon Valuation Date" means each Settlement Price Date
"Settlement Price Date" means each Valuation Date
"Valuation Date" means each Interest Valuation Date i
"Interest Valuation Date i" means
(i=1) 13 July 2018
(i=2) 15 July 2019
(i=3) 13 July 2020
"Interest Payment Date i" means
(i=1) 20 July 2018
(i=2) 22 July 2019
(i=3) 20 July 2020
"Snowball Barrier Value" means the Underlying Reference Value
"Snowball Date" means each date on which the relevant Snowball
Digital Coupon Condition is satisfied
"Snowball Level" means 80.873% of the Underlying Reference Strike
Price
"SPS Valuation Date" means each SPS Coupon Valuation Date
"Underlying Reference Value" is as set out in item C.18 below
The above provisions are subject to adjustment as provided in the
conditions of the Notes to take into account events in relation to the
Underlying Reference or the Notes.
This may lead to adjustments
being made to the Notes or, in some cases, the Notes being
terminated early at an early redemption amount (see below).
Redemption
Unless previously redeemed, each Note
will be redeemed on the
Maturity Date as set out in Element C.18.
The Notes may be redeemed early for tax reasons at the Early
Redemption Amount calculated in accordance with the Conditions.
Representative of Noteholders
No representative of the Noteholders has been appointed by the
Issuer.
Please also refer to item C.8 above for rights attaching to the Notes.
C.10 Derivative
component in
the interest
Payments of interest in respect of the Notes will be determined by
reference to the performance of the Underlying Reference(s).
payment Please also refer to Elements C.9 above and C.18 below.
C.11 Admission to
Trading
Application has been made by the Issuer (or on its behalf) for the
Notes to be admitted to trading on Euronext Amsterdam.
C.15 How the value
of the
investment in
derivative
securities is
affected by the
value of the
underlying
assets
The amount payable in respect of interest and amount payable on
redemptionettlement are calculated by reference to the Underlying
Reference(s).
See item C.9 above and C.18 below.
C.16 Maturity The Maturity Date of the Notes is 20 July 2020.
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 See Element C.8 above for the rights attaching to the Notes.
derivative
securities
See Element C.9 above for information on interest.
Final Redemption
Unless previously redeemed or purchased and cancelled, each Note
will be redeemed by the Issuer on the Maturity Date atthe Final
Redemption Amount equal to the Final Payout:
Final Payouts
Structured Products Securities (SPS) Final Payouts
Reverse Convertible Notes: fixed term notes which have a return
linked to both the performance of the Underlying Reference and a
knock-in level. There is no capital protection.
SPS Reverse Convertible Standard Notes
Calculation Amount multiplied by:
a)
If no Knock-in Event has occurred:
100% ;
otherwise
b) If a Knock-in Event has occurred:
Max (100%, Final Redemption Value)
Where:
Calculation Amount means EUR 1,000
Final Redemption Value means the Underlying Reference Value
With
Share means Underlying Reference
Knock-in Event is applicable
SPS Knock-in Valuation is applicable
Knock-in Event means that the Knock-in Value is less than the
Knock-in Level on the relevant Knock-in Determination Day
Knock-in Determination Day means the Redemption Valuation Date
Knock-in Level means 80.873% of the Underlying Reference Strike
Price)
Knock-in Value means the Underlying Reference Value
Redemption Valuation Date means 13 July 2020
Settlement Price Date means the Valuation Date
SPS Redemption Valuation Date means the Redemption Valuation
Date
SPS Valuation Date means the Knock-in Determination Day.
Underlying Reference as set out in C.9 above.
Underlying Reference Closing Price Value means, in respect of a
SPS Valuation Date, the Closing Price in respect of such day
Underlying Reference Strike Price means 15.580
Underlying Reference Value means, in respect of an Underlying
Reference and a SPS Valuation Date, (i) the Underlying Reference
Closing Price Value for such Underlying Reference in respect of such
SPS Valuation Date (ii) divided by the relevant Underlying Reference
Strike Price.
Calculation Agent means BNP Paribas Arbitrage S.N.C.
Closing Price means, in respect of the Underlying Reference and a
Scheduled Trading Day, the official closing price of such Underlying
Reference on such day as determined by the Calculation Agent,
subject as provided in Share Linked Notes Condition 2
means any day on which the relevant
Scheduled Trading Day
Exchange and the relevant Related Exchange are scheduled to be
open for trading during their respective regular trading session(s).
The above provisions are subject to adjustment as provided in the
conditions of the Notes to take into account events in relation to the
Underlying Reference or the Notes.
This may lead to adjustments
being made to the Notes or, in some cases, the Notes being
terminated early at an early redemption amount (see item C.9)
C.19 Final reference
price of the
Underlying
The final reference price of the underlying will be determined in
accordance with the valuation mechanics set out in Element C.9 and
Element C.18 above.
C.20 Underlying
The Underlying Reference specified in Element C.9 and Element C.18
above. Information on the Underlying Reference can be obtained from
the relevant Bloomberg Screen Page for such Share as per C.9.
above.

Section D- Risks

Element Title
D.2 Key risks
regarding the
Issuer
Potential investors should have sufficient knowledge and experience in
capital markets transactions and should be able to correctly assess the
risks associated with Notes. Certain risk factors may affect the Issuer's
ability to fulfil its obligations under the Notes, some of which are
beyond its control. An investment in Notes presents certain risks that
should be taken into account before any investment decision is made.
In particular, the Issuer, together with the BNPP Group is exposed to
the risks associated with its activities, as described below:
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 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.
(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 market 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;
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
Notes;
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;
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 share, similar market risks to a direct equity
investment, global depositary receipt ("GDR") or American depositary
receipt ("ADR"), potential adjustment events or extraordinary events
affecting shares and market disruption or failure to open of an
exchange which may have an adverse effect on the value and liquidity
of the Notes
Risks Relating to Specific Types of Notes
The following risks are associated with SPS Notes
Reverse Convertible Notes
Investors may be exposed to a partial or total loss of their
investment. The return on the Notes depends on the
performance of the Underlying Reference(s) and whether a
knock-in event occurs.
The following risks are associated with FI Notes
Digital Notes
Investors may be exposed to a partial or total loss of their
investment. The return on the Notes is fixed, but will be
subject to the performance of the Underlying Reference(s).
The return is calculated by reference to various mechanisms
(including knock-in features).
D.6 Risk warning In the event of the insolvency of the Issuer or if it is otherwise unable
or unwilling to repay the Notes when repayment falls due, an investor
may lose all or part of his investment in the Notes.
In addition, investors may lose all or part of their investment in the
Notes as a result of the terms and conditions of the Notes.
Element Title
E.2b Reasons for the
offer and use of
proceeds
The net proceeds from the issue of the Notes will become part of the
general funds of the Issuer. Such proceeds may be used to maintain
positions in options or futures contracts or other hedging instruments.
E.3 Terms and
conditions of the
offer
This issue of Notes is being offered in a Non-Exempt Offer in The
Netherlands.
The issue price of the Notes is 100 per cent. of their nominal amount.
E.4 Interest of
natural and legal
persons
involved in the
issue/offer
Any Dealer and its affiliates may also have engaged, and may in the
future engage, in investment banking and/or commercial banking
transactions with, and may perform other services for, the Issuer and
its Affiliates in the ordinary course of business. Other than as
mentioned above,, so far as the Issuer is aware, no person involved in
the issue of the Notes has an interest material to the offer, including
conflicting interests.
E.7 Expenses
charged to the
investor by the
Issuer
No expenses are being charged to an investor by the Issuer.