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BNP Paribas Capital/Financing Update 2018

Nov 6, 2018

1158_rns_2018-11-06_f872803b-1412-42ea-a42f-b1b3de3d6f56.pdf

Capital/Financing Update

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Final Terms dated 6 November 2018

BNP PARIBAS

(incorporated in France)

(the Issuer)

Legal entity identifier (LEI): R0MUWSFPU8MPRO8K5P83

Issue of EUR 10,000,000 Index Linked Notes due 8 November 2021 Series 18903

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 73 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 5 July 2018 which received visa n° 18-288 from the Autorité des marchés financiers ("AMF") on 5 July 2018 and the Supplement to the Base Prospectus dated 6 August 2018 which together constitute a base prospectus for the purposes of the Directive 2003/71/EC, as amended (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, these Final Terms and the Supplement to the Base Prospectus (in each case, together with any documents incorporated therein by reference) are available for viewing at, and copies may be obtained from, BNP Paribas Securities Services, Luxembourg Branch (in its capacity as Principal Paying Agent), 60, avenue J.F. Kennedy, L-1855 Luxembourg and (save in respect of the Final Terms) on the Issuer's website (www.invest.bnpparibas.com). The Base Prospectus, these Final Terms and the Supplement to the Base Prospectus will also be available on the AMF website (www.amf-france.org). A copy of these Final Terms and the Base Prospectus and the Supplement to 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: 18903
(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:
Series: EUR 10,000,000
Tranche: EUR 10,000,000
5. Issue Price of Tranche: 100 per cent. of the Aggregate Nominal
Amount
6. Minimum Trading Size: EUR 1,000
7. (i) Specified Denomination: EUR 1,000
(ii) Calculation Amount: EUR 1,000
8. (i) Issue Date and Interest Commencement Date: 7 November 2018
(ii) Interest Commencement Date (if different from the
Issue Date):
Not applicable
9. (i) Maturity Date: 8 November 2021
(ii) Business Day Convention for Maturity Date: Following
10. Form of Notes: Bearer
11. Interest Basis: Index Linked Interest
(further particulars specified below)
12. Coupon Switch: Not applicable
  • 13. Redemption/Payment Basis: Index Linked Redemption
  • 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: Applicable
  • SPS Knock-in Valuation: Applicable

(See paragraph 45 below)

Prior approval of the Relevant Regulator for Senior Preferred Notes: Not Applicable

A Knock-in Event will occur if the Knock-in Value is less than the Knock-in Level on the relevant Knock-in Determination Day

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)

Knock-in Value means the Underlying Reference Value

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

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

Underlying Reference Closing Price Value

means, in respect of a SPS Valuation Date, the Closing Level in respect of such day.

Underlying Reference Strike Price means 3,310.33

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.
Level: Not applicable
Knock-in Level/Knock-in Range Level: 86.2529% of the Underlying Reference Strike
Price
Knock-in Period Beginning Date: Not applicable
Knock-in Period Beginning Date Convention: Not applicable
Knock-in Determination Period:
Knock-in Determination Day(s): The Redemption Valuation Date as specified
in item 45(vii) below
Knock-in Period Ending Date: Not applicable
Knock-in Period Ending Date Day Convention: Not applicable
Knock-in Valuation Time: Not applicable
Knock-in Observation Price Source: Not applicable
Disruption Consequences: Not applicable
19. Knock-out Event: Not applicable
20. Method of distribution: Non-syndicated
21. Hybrid Notes: 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: Applicable
Interest Period(s): Not applicable
Interest Period End Date(s): Not applicable
Business Day Convention for Interest Period End
Date(s):
Not applicable
Interest Payment Date(s): i=1
8 November 2019
i=2
9 November 2020
i=3
8 November 2021
Business Day Convention for Interest Payment Date(s): Following
Party responsible for calculating the Rate(s) of Interest
and Interest Amount(s):
As per item 69 below
Margin(s): Not applicable
Minimum Interest Rate: 0 per cent. per annum
Maximum Interest Rate: Not applicable
Day Count Fraction: Not applicable
Determination Dates: Not applicable
Accrual to Redemption: Not applicable
  • Rate of Interest: Linked Interest

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 6%

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 29(vi) 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

  • 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: Applicable

  • Index Currency: EUR

  • Interest Valuation Date(s): i= 1 25 October 2019

  • Observation Date(s): Not applicable
  • Observation Period: Not applicable
  • Specified Maximum Days of Disruption: Eight (8) Scheduled Trading Days
  • Exchange Business Day: (Single Index Basis)
  • Scheduled Trading Day: (Single Index Basis)

  • Related Exchange: All Exchanges

  • Index Correction Period: As per Conditions

  • Optional Additional Disruption Events: (a) Not applicable

"Snowball Level" means 86.2529% of the Underlying Reference Strike Price)

"SPS Valuation Date" means each SPS Coupon Valuation Date

Index/Basket of Indices: EURO STOXX 50® INDEX (the "Index " or the "Underlying Reference ")

The Index is a Multi-Exchange Index.

Screen Page: Bloomberg Code: SX5E Index

Averaging: Averaging does not apply to the Notes.

Strike Date: 24 October 2018

  • i=2 26 October 2020
  • i=3 25 October 2021

  • Exchange(s) and Index Sponsor: (a) the relevant Exchange is: As per Conditions; and

  • (b) the relevant Index Sponsor is Stoxx Limited.

Weighting: Not applicable

Interest Valuation Time: Scheduled Closing Time

  • (b) Delayed Redemption on the Occurrence of Additional Disruption Event and/or Optional Additional Disruption Event: Not applicable
Delayed Redemption on the Occurrence of Index
Adjustment Event:
Not applicable
Additional provisions applicable to Custom Indices: Not applicable
31. Share Linked/ETI 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
Not applicable

PROVISIONS RELATING TO REDEMPTION

39. Final Redemption: Final Payout

may be):

40. Final Payout: SPS Payout

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(vii) below

  • 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: 50® Index The "Index" or the "Underlying Reference" is the EURO STOXX
The Index is a Multi-Exchange Index
(ii) Index Currency: EUR
(iii) Screen Page: Bloomberg Code: SX5E Index
(iv) Specified Maximum Days of
Disruption:
Eight (8) Scheduled Trading Days
(v) Strike Date: As per clause 30(v) above
(vi) Averaging: Averaging does not apply to the Notes
(vii) Redemption Valuation Date: 25 October 202
1
(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 Stoxx Limited
(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:
a) The following Optional Additional Disruption Event apply:
Not applicable
Not applicable b) Delayed Redemption on the Occurrence of Additional
Disruption Event and/or Optional Additional Disruption Event:
(xviii) Market Disruption: (8) Specified Maximum Days of Disruption will be equal to eight
(xix) Delayed Redemption of the
Occurrence of Index Adjustment Event:
Not applicable
(xx) Additional provisions applicable to
Custom Indices:
Not applicable
46. Share Linked/ETI Share Linked Redemption Amount: Not applicable
47. Inflation Linked Redemption Amount: Not applicable
48. Commodity Linked Redemption Amount: 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 Preferred Applicable
Notes: Non-payment: Applicable
Breach of other obligations: Applicable
Insolvency (or other similar proceeding): Applicable
55. Administrator/Benchmark Event: Applicable
56. Early Redemption Amount(s) Market Value less Costs
57. Delivery Provisions applicable to Physical Not applicable
58. Variation of Settlement:
Issuer's option to vary
settlement:
The Issuer does not have the option to vary settlement in
respect of the Notes.
Variation of Settlement of
Physical Delivery Notes:
Not applicable
59. CNY Payment Disruption Event Not applicable
GENERAL PROVISIONS APPLICABLE TO THE NOTES
60. 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.
61. Financial Centre(s) or other special
provisions relating to Payment Days
for the purposes of Condition 4(a):
Not applicable
62. Identification information of Holders: Not applicable
63. Talons for future Coupons or Receipts
to be attached to definitive Notes (and
dates on which such Talons mature):
No
64. 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
Not applicable
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:
65. Details relating to Notes redeemable
in instalments: amount of each
instalment, date on which each
payment is to be made:
Not applicable
66. Redenomination, renominalisation and
reconventioning provisions:
Not applicable
67. Masse (Condition 12 of the Terms and
Conditions of the French Law Notes:
Not applicable
68. Governing law: English law.
Except Condition 2(a) is governed by French law.
69. Calculation Agent: BNP Paribas Arbitrage S.N.C.
DISTRIBUTION
70. (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
71. Total commission and concession: Not applicable
72. U.S. Selling Restrictions: Reg. S Compliance Category 2; TEFRA D
73. Non exempt Offer: Applicable
Non-exempt Offer
Jurisdictions:
The Netherlands
Offer Period: From and including 7 November 2018 to and including 29
November 2018
(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
74. Investors: Prohibition of Sales to EEA Retail Not applicable
75. 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 Application has been made by the Issuer (or on its behalf)
trading: for the Notes to be admitted to trading on Euronext
Amsterdam with effect from the Issue Date.

EUR 2,800

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

2. Ratings

Ratings: The Notes have not been rated.

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

Save for the 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: EUR 10,000,000
  • (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
Index Website Screen Page
EURO STOXX 50® Index www.stoxx.com Bloomberg Code: SX5E Index

INDEX DISCLAIMER

EURO STOXX 50® Index

STOXX Limited, Deutsche Börse Group and their licensors, research partners or data providers have no relationship to BNP PARIBAS, other than the licensing of the EURO STOXX 50® and the related trademarks for use in connection with the Notes.

STOXX Limited, Deutsche Börse Group and their Licensors, research partners or data providers do not:

  • Sponsor, endorse, sell or promote the Notes.
  • Recommend that any person invest in the Notes or any other securities.
  • Have any responsibility or liability for or make any decisions about the timing, amount or pricing of Notes.
  • Have any responsibility or liability for the administration, management or marketing of the Notes.

• Consider the needs of the Notes or the owners of the Notes in determining, composing or calculating the EURO STOXX 50® or have any obligation to do so.

STOXX Limited, Deutsche Börse Group and their Licensors, research partners or data providers give no warranty, and exclude any liability (whether in negligence or otherwise), in connection with the Notes or their performance.

STOXX Limited does not assume any contractual relationship with the purchasers of the Notes or any third parties.

Specifically,

STOXX Limited, Deutsche Börse Group and their Licensors, research partners or data providers do not give any warranty, express or implied, and exclude any liability about:

  • The results to be obtained by the Notes, the owner of the Notes or any other person in connection with the use of the EURO STOXX 50® and the data included in the EURO STOXX 50®;
  • The accuracy or completeness of the EURO STOXX 50® and its data;
  • The merchantability and the fitness for a particular purpose or use of the EURO STOXX 50® and its data;
  • The performance of the Notes generally.

STOXX Limited, Deutsche Börse Group and their Licensors, research partners or data providers give no warranty and exclude any liability, for any errors, omissions or interruptions in the EURO STOXX 50® or its data;

Under no circumstances will STOXX Limited, Deutsche Börse Group and their Licensors, research partners or data providers be liable (whether in negligence or otherwise) for any lost profits or indirect, punitive, special or consequential damages or losses, arising as a result of such errors, omissions or interruptions in the EURO STOXX 50® or its data or generally in relation to the Notes, even in circumstances where STOXX Limited, Deutsche Börse Group and their Licensors, research partners

or data providers are aware that such loss or damage may occur. The licensing agreement between BNP PARIBAS and STOXX Limited is solely for their benefit and not for the benefit of the owners of the Notes or any other third parties.

General disclaimer

The Issuer shall have no 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 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 their affiliates or the Calculation Agent as to the accuracy, completeness and timeliness of information concerning an Index.

6. Operational Information

(i) ISIN: XS1891280452
(ii) Common Code: 189128045
(iii) Any clearing system(s) other
thanEuroclear 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 safe-keeper.
Note that this does not necessarily mean that the Notes
will
then
be
recognised
as
eligible
collateral
for
Eurosystem
monetary
policy
and
intra
day
credit
operations by the Eurosystem at any time during their life.
Such recognition will depend upon the ECB being
satisfied that Eurosystem eligibility criteria have been met

(vii) Name and address of Registration Agent:

Not applicable

7. Public Offers
Offer Price: 100% of the Nominal Amount
Conditions to which the offer is
subject:
Offers of the Notes are conditional on their issue and on
any additional conditions set out in the standard terms of
business of the Authorised Offerors, notified to investors
by such relevant Authorised Offerors.
The Issuer reserves the right to withdraw the offer and
cancel the issuance of the Notes for any reason, in
accordance with the Authorised Offerors at any time on or
prior to the Issue Date. For the avoidance of doubt, if any
application has been made by a potential investor and the
Issuer exercises such a right, each such potential investor
shall not be entitled to subscribe or otherwise acquire the
Notes
Description of the application process: Application to subscribe for the Notes can be made in The
Netherlands at the offices of the relevant Authorised
Offeror. The distribution of the Notes will be carried out in
accordance with Authorised Offeror's usual procedures
notified to investors by such Authorised Offeror.
Prospective investors will not be required to enter into any
contractual arrangements directly with the Issuer in
relation to the subscription for the Notes
Details of the minimum and/or
maximum amount of application:
The minimum amount of application per investor is: EUR
1,000
Description of possibility to reduce
subscriptions and manner for
refunding excess amount paid by
applicants:
Not applicable
Details of the method and time limits
for paying up and delivering the
Notes:
The Notes will be issued on the Issue Date against
payment to the Issuer of the net subscription moneys.
Investors will be notified by the relevant Authorised
Offerors of their allocations of Notes and the settlement
arrangements in respect thereof.
Manner and date in which results of
the offers are to be made public:
Not applicable
Procedure for exercise of any right of
pre-emption, negotiability of
subscription rights and treatment of
subscription rights not exercised:
Not applicable
Process for notification to applicants
of the amount allotted and the
indication whether dealing may begin
before notification is made:
No dealings in the Notes on a regulated market for the
purposes
of
the
Markets
in
Financial Instruments
Directive 2014/65/EU may take place prior to the Issue
Date.
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

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:
Details of the Authorised Offerors are available from the
Manager upon request.
Name and address of any paying
agents and depository agents in each
country (in addition to the Principal
Paying Agent):
Not applicable
Entities agreeing to underwrite the
issue on a firm commitment basis, and
entities agreeing to place the issue
without a firm commitment or under
"best efforts" arrangements:
No underwriting commitment is undertaken by the
Authorised Offerors.
When the underwriting agreement has
been or will be reached:
Not applicable
9. EU Benchmarks Regulation
EU Benchmarks Regulation: Article
29(2) statement on benchmarks:
Applicable:
Amounts payable under the Notes are calculated
by reference to EURO STOXX 50® Index which is
provided by Stoxx Limited.
As at the date of these Final Terms, Stoxx Limited is
not included in the register of Administrators and
Benchmarks established and maintained by the
European Securities and Markets Authority ("ESMA")
pursuant to article 36 of the Benchmarks Regulation
(Regulation (EU) 2016/1011) (the "BMR").

ANNEX

Summary of the Notes

ISSUE SPECIFIC SUMMARY OF THE PROGRAMME

Summaries are made up of disclosure requirements known as "Elements". These Elements are numbered in Sections A – E (A.1 – E.7) below. 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 5 July 2018 as supplemented
from time to time. In the first paragraph of Element D.3, "Base
Prospectus" means the Base Prospectus of BNPP dated
5 July 2018.

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 2014/65/EU) and publishes on its website the following
statement (with the information in square brackets being duly completed
with the relevant information):

Section A - Introduction and warnings

"We, [insert legal name of financial intermediary], refer to the offer of BNP
PARIBAS EUR 10,000,000 Index Linked Notes due 8 November 2021,
ISIN XS1891280452 Series 18903 (the "Notes") described in the Final
Terms dated 6 November 2018 (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 [offer period for the issue to be specified
here] (the "Offer Period").
Conditions to consent: The conditions to the Issuer's consent are that such
consent (a) is only valid during the Offer Period; and (b) only extends to
the use of the Base Prospectus to make Non-exempt Offers of the relevant
Tranche of 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 2017, global growth increased to about 3.5%, reflecting an improvement
in all geographic regions. In the large developed countries, this increase in
activity is leading to a tightening of, or a tapering of accommodating
monetary policy. However, with inflation levels still very moderate, the
central banks are able to manage this transition very gradually, without
compromising the economic outlook. The IMF expects worldwide growth to
strengthen further in 2018 and has revised its forecast from +3.6% to
+3.7%: the slight slowing down expected in the advanced economies
should be more than offset by the forecast improvement in the emerging
economies (driven by the recovery in Latin America and the Middle East,
and despite the structural lower pace of economic growth in China).
In this context, the following two risk categories can be identified:
Risks of financial instability due to the conduct of monetary policies
Two risks should be emphasised: a sharp increase in interest rates and the
current very accommodating monetary policy being maintained for too long.
On the one hand, the continued tightening of monetary policy in the United
States (which started in 2015) and the less-accommodating monetary
policy in the euro zone (a planned reduction in assets purchases starting in
January 2018) involve risks of financial turbulence. The risk of an
inadequately controlled rise in long-term interest rates may in particular be
emphasised, under the scenario of an unexpected increase in inflation or
an unanticipated tightening of monetary policies. If this risk materialises, it
could have negative consequences on the asset markets, particularly those
for which risk premiums are extremely low compared to their historic
average, following a decade of accommodating monetary policies (credit to
non-investment grade corporates or countries, certain sectors of the equity
markets, real estate, etc.).
On the other hand, despite the upturn since mid-2016, interest rates remain
low, which may encourage excessive risk-taking among some financial
market participants: lengthening maturities of financings and assets held,
less stringent credit policy, and an increase in leveraged financings. Some
of
these
participants
(insurance
companies,
pension funds,
asset
managers, etc.) have an increasingly systemic dimension and in the event
of market turbulence (linked for example to a sharp rise in interest rates
and/or a sharp price correction) they could be brought to unwind large
positions in a relatively weak market liquidity.
Systemic risks related to increased debt
Macroeconomically, the impact of a rate increase could be significant for
countries with high public and/or private debt-to-GDP. This is particularly
the case for the United States and certain European countries (in particular
Greece, Italy, and Portugal), which are posting public debt-to-GDP ratios
often above 100% but also for emerging countries.
its results. Between 2008 and 2017, the latter recorded a marked increase in their
debt, including foreign currency debt owed to foreign creditors. The private
sector was the main source of the increase in this debt, but also the public
sector to a lesser extent, particularly in Africa. These countries are
particularly vulnerable to the prospect of a tightening in monetary policies
in the advanced economies. Capital outflows could weigh on exchange
rates, increase the costs of servicing that debt, import inflation, and cause
the emerging countries' central banks to tighten their credit conditions. This
would bring about a reduction in forecast economic growth, possible
downgrades of sovereign ratings, and an increase in risks for the banks.
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 Group and potentially alter
shocks. It should be noted that debt-related risk could materialise, not only in the
event of a sharp rise in interest rates, but also with any negative growth
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-based swap participants, and the
rules of the US Securities and Exchange Commission which
require the registration of banks and major swap participants active
on derivatives markets and transparency and reporting
on
derivative transactions;
the new Markets in Financial Instruments Directive ("MiFID II") and
Markets in Financial Instruments Regulation ("MiFIR"), and
European regulations governing the clearing of certain over-the
counter derivative products by centralised counterparties and the
disclosure of securities financing transactions to centralised
bodies;
the General Data Protection Regulation ("GDPR") that became
effective on 25 May 2018, moving the European data confidentiality
environment forward and improving personal data protection within
the European Union. Businesses run the risk of severe penalties if
they do not comply with the standards set by the GDPR. This
Regulation applies to all banks providing services to European
citizens; and
the finalisation of Basel 3 published by the Basel committee in
December 2017, introducing a revision to the measurement of
credit risk, operational risk and credit valuation adjustment ("CVA")
risk for the calculation of risk- weighted assets. These measures
are expected to come into effect in January 2022 and will be subject
to an output floor (based on standardised approaches), which will
be gradually applied as of 2022 and reach its final level in 2027.
area. 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
Cyber security and technology risk
and technology assets. The Bank's ability to do business is intrinsically tied to the fluidity of
electronic transactions as well as the protection and security of information
the
resulting increase
of electronic banking transactions.
The technological change is accelerating with the digital transformation and
in the
number
of
communications
circuits,
proliferation in data sources, growing process automation, and greater use
The progress and acceleration of technological change are giving
cybercriminals new options for altering, stealing, and disclosing data. The
number of attacks is increasing, with a greater reach and sophistication in
all sectors, including financial services.
The outsourcing of a growing number of processes also exposes the Group
to structural cyber security and technology risks leading to the appearance
of potential attack vectors that cybercriminals can exploit.
etc.). Accordingly, the Group has set up a second line of defence within the Risk
Function with the creation of the Risk ORC ICT Team dedicated to
managing cyber security and technology risk. Thus, standards are regularly
adapted to support the Bank's digital evolution and innovation while
managing existing and emerging threats (such as cyber-crime, espionage,
B.5 Description of
the Group
Group" or the "Group"). BNPP is a European leading provider of banking and financial services and
has four domestic retail banking markets in Europe, namely in France,
Belgium, Italy and Luxembourg. It is present in 73 countries and has more
than 196,000 employees, including close to 149,000 in Europe. BNPP is
the parent company of the BNP Paribas Group (together the "BNPP
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
31/12/2017 31/12/2016
(audited) (audited)
Revenues 43,161 43,411
Cost of risk (2,907) (3,262)
Net income, Group share 7,759 7,702
31/12/2017 31/12/2016
Common equity Tier 1 Ratio (Basel
3 fully loaded, CRD 4)
11.8% 11.5%
31/12/2017 31/12/2016
(audited) (audited)
Total consolidated balance sheet 1,960,252 2,076,959
Consolidated loans and receivables
due from customers
727,675 712,233
Consolidated items due to
customers
766,890 765,953
Shareholders' equity (Group share) 101,983 100,665
millions of EUR Comparative Interim Financial Data for the six-month period ended 30 June 2018

In
1H18 1H17
(unaudited) (unaudited)
Revenues 22,004 22,235
Cost of Risk (1,182) (1,254)
Net income, Group share 3,960 4,290
30/06/2018 31/12/2017
Common equity Tier 1 ratio (Basel 3
fully loaded, CRD 4)
11.5% 11.8%
30/06/2018 31/12/2017
(unaudited) (audited)
Total consolidated balance sheet
Consolidated loans and receivables
due from customers
Consolidated
items
due
to
customers
Shareholders' equity (Group share)
Statements of no significant or material adverse change
2,234,485 1,960,252
747,799 727,675
783,854 766,890
98,711 101,983
There has been no significant change in the financial or trading position of the BNPP Group
since 30 June 2018 (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 2017 (being the end of the last financial period
for which audited financial statements have been published).
B.13 Events
impacting the
Issuer's
solvency
December 2017. Not applicable, as at 6 August 2018 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 31
B.14 Dependence
upon other
group entities
members of the BNPP Group. Subject to the following paragraph, BNPP is not dependent upon other
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 and has subsequently renewed the agreement for a
period lasting until end-2021. 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.
IBM Luxembourg is responsible for infrastructure services and data
production for some of the BNP Paribas Luxembourg entities.
BancWest's data processing operations are outsourced to Fidelity
Information Services. Cofinoga France's data processing is outsourced to
SDDC, a fully-owned IBM subsidiary.
See also Element B.5 above.
B.15 Principal BNP Paribas holds key positions in its two main businesses:
activities
Retail Banking and Services, which includes:

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 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 positive outlook (S&P Global
Ratings Europe Limited), 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 (S&P Global Ratings Europe Limited), P-1 (Moody's Investors
Service Ltd.), F1 (Fitch France S.A.S.) and [R-1 (middle) (DBRS Limited).
[BNPP's Tier 2 instruments ratings are BBB+ (S&P Global Ratings Europe
Limited), Baa2 (Moody's Investors Service Ltd.), A (Fitch France S.A.S.)
and A (DBRS Limited). [BNPP's Non Preferred Senior debt ratings are A-
(S&P Global Ratings Europe Limited), Baa1 Moody's Investors Service
Ltd.), A+ (Fitch France S.A.S.) and A (high) (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 18903.
The Tranche number is 1.
The ISIN is: XS1891280452.
The Common Code is: 189128045.
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)
Negative pledge
The terms of the Notes will not contain a negative pledge provision.
Events of Default
The terms of the Senior Preferred Notes contain the following events of
default: non-payment, non-performance or non-observance of the Issuer's
obligations in respect of the Notes and the insolvency or winding up of the
Issuer.
Meetings
The terms of the Notes will contain provisions for calling meetings of
holders of such Notes to consider matters affecting their interests
generally. These provisions permit defined majorities to bind all holders,
including holders who did not attend and vote at the relevant meeting,
holders who voted in a manner contrary to the majority and holders who
did not respond to, or rejected the relevant written resolution.
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. Condition 2(a) of the
Terms and Conditions of the English Law Notes is governed by French law.
C.9 Interest/Redempt
ion
Interest
The Notes bear interest [from their date of issue at a structured rate
calculated by reference to the Underlying Reference.
Interest is conditional and may be be paid annually in arrear on 8 November
in each year. The first interest payment will be made on 8 November 2019.
The minimum rate of interest is zero.
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 6%,
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) 25 October 2019
(i=2) 26 October 2020
(i=3) 25 October 2021
"Interest Payment Date i" means
(i=1) 8 November 2019
(i=2) 9 November 2020
(i=3) 8 November 2021
"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 86.2529% 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
Payments of interest in respect of the Notes will be determined by
reference to the performance of an index:
interest payment EURO STOXX 50® Index
(Bloomberg Code: SX5E Index)
(The "Index or "the Underlying Reference").
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 amount payable in respect of interest and amount payable on
the investment in
derivative
redemption are calculated by reference to the Underlying Reference(s).
securities is See item C.9 above and C.18 below.
affected by the
value of the
underlying
assets
C.16 Maturity The Maturity Date of the Notes is 8 November 2021.
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 [See Element C.9 above for information on interest.
securities 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 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[s] 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
Index means Underlying Reference
Index Sponsor means Stoxx Limited
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 86.2529% of the Underlying Reference Strike
Price
Knock-in Value means the Underlying Reference Value
Redemption Valuation Date means 25 October 2021
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 Level in respect of such day
Underlying Reference Strike Price means 3,310.33
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 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.
Scheduled Trading Day means any day on which the relevant Index
Sponsor is scheduled to publish the level of the Index and each
exchange or quotation system were trading has a material effect on
the overall market for futures or option contracts relating to such Index
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
Reference
The Underlying Reference specified in Element C.9 and Element C.18
above. Information on the Underlying Reference can be obtained from the
following website www.stoxx.com.

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 2017 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 is the
Counterparty Credit Risk
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;
(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
interest rate and foreign exchange risks stemming from banking
intermediation activities;
(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
risk;
(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, specifically the potential materialisation of a credit or
market risk, or an operational risk, as well as a violation of the
Group's code of conduct;
(8) Insurance Risks − BNP Paribas Cardif is exposed to the following
risks:

underwriting 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;

market risk: market risk is the risk of a financial loss arising
from adverse movements of financial markets. These
adverse
movements
are
notably
reflected in
price
fluctuations (foreign exchange rates, bonds, equities and
commodities, derivatives, real estate, etc.) and derived
from
fluctuations
in
interest
rates,
credit
spreads,
volatilities and correlations;

credit risk: credit risk is the risk of loss or adverse change
in the financial situation resulting from fluctuations in the
credit standing of issuers of securities, counterparties and
any debtors to which the BNP Paribas Cardif group is
exposed. Among the debtors, risks related to financial
instruments (including the banks in which the BNP Paribas
Cardif
group
holds
deposits)
and
risks
related
to
receivables generated by the underwriting activities
(premium collection, reinsurance recovering, etc.) are
divided into two categories: assets credit risk and liabilities
credit risk;

liquidity risk: liquidity risk is the risk of being unable to fulfil
current
or
future
foreseen
or
unforeseen
cash
requirements
coming from insurance commitments to
policyholders, because of an inability to sell assets in a
timely manner; and

operational risk: operational risk is the risk of loss resulting
from the inadequacy or failure of internal processes, IT
failures or external events, whether accidental or natural.
These external events include those of human or natural
origin.
Risks
operations. This section summarises the principal risks that the Bank currently
considers itself to face. They are presented in the following categories:
risks related to the macroeconomic and market environment, regulatory
risks and risks related to the Bank, its strategy, management and
(a) Difficult market and economic conditions have in the past had and
may in the future 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) Downgrades in the credit ratings of France or of the Bank may
increase the Bank's borrowing cost.
(f) Significant interest rate changes could adversely affect BNPP's
revenues or profitability.
(g) The prolonged low interest rate environment carries inherent
systemic risks, and an exit from such environment also carries
risks.
(h) The soundness and conduct of other financial institutions and
market participants could adversely affect BNPP.
(i) BNPP may incur significant losses on its trading and investment
activities due to market fluctuations and volatility.
(j) BNPP may generate lower revenues from brokerage and other
commission and fee-based businesses during market downturns.
(k) Protracted market declines can reduce liquidity in the markets,
making it harder to sell assets and possibly leading to material
losses.
(l) Laws and regulations adopted in recent years, particularly in
response to the global financial crisis, as well as new legislative
proposals, may materially impact BNPP and the financial and
economic environment in which it operates.
(m) BNPP is subject to extensive and evolving regulatory regimes in
the jurisdictions in which it operates.
(n) 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.
(o) There are risks related to the implementation of BNPP's strategic
plans and commitment to environmental responsibility.
(p) BNPP may experience difficulties integrating acquired companies
and may be unable to realize the benefits expected from its
acquisitions.
(q) Intense competition by banking and non-banking operators could
adversely affect BNPP's revenues and profitability.
(r) 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.
(s) BNPP's risk management policies, procedures and methods may
leave it exposed to unidentified or unanticipated risks, which could
lead to material losses.
(t) BNPP's hedging strategies may not prevent losses.
(u) 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.
(v) The expected changes in accounting principles relating to financial
instruments may have an impact on BNPP's balance sheet,
income statement and regulatory capital ratios and result in
additional costs.
(w) BNPP's competitive position could be harmed if its reputation is
damaged.
(x) 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.
(y) 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:
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;
Noteholders; the meetings of Noteholders provisions permit defined majorities to bind all
investment; in certain circumstances Noteholders may lose the entire value of their
Market Risks
the Notes are unsecured obligations;
the trading price of the Notes is affected by a number of factors including,
but not limited to, (in respect of Notes linked to an Underlying Reference)
the price of the relevant Underlying Reference(s) and volatility and such
factors mean that the trading price of the Notes may be below the Final
Redemption Amount or value of the Entitlement;
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;
Issuer Risks
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;
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 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
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 and is dependent upon
the performance of the Underlying Reference(s). The return is
calculated by reference to various mechanisms (including knock
in features).
D.6 Risk warning In the event of the insolvency of the Issuer or if it is otherwise unable or
unwilling to repay the Notes when repayment falls due, an investor may
lose all or part of his investment in the Notes.
In addition, investors may lose all or part of their investment in the Notes
as a result of the terms and conditions of the Notes.

Section E - Offer

Element Title
E.2b Reasons for the
offer and use of
proceeds
The net proceeds from the issue of the Notes will become part of the
general funds of the Issuer.
Such proceeds may be used to maintain
positions in options or futures contracts or other hedging instruments.
E.3 Terms and
conditions of the
offer
This issue of Notes is being offered in a Non-Exempt Offer in The
Netherlands.
The issue price of the Notes is 100 per cent. of their nominal amount.
E.4 Interest of
natural and legal
persons involved
in the issue/offer
Any Dealer and its affiliates may also have engaged, and may in the future
engage, in investment banking and/or commercial banking transactions
with, and may perform other services for, the Issuer and its Affiliates in the
ordinary course of business. Other than as mentioned above, so far as the
Issuer is aware, no person involved in the issue of the Notes has an interest
material to the offer, including conflicting interests.
E.7 Expenses
charged to the
investor by the
Issuer
No expenses are being charged to an investor by the Issuer.