Skip to main content

AI assistant

Sign in to chat with this filing

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

BNP Paribas Capital/Financing Update 2018

May 4, 2018

1158_rns_2018-05-04_875c0589-edb9-405a-b546-354dfe9f87d3.pdf

Capital/Financing Update

Open in viewer

Opens in your device viewer

Final Terms dated 7 May 2018

BNP PARIBAS

(incorporated in France) (the Issuer)

Issue of EUR [Aggregate Nominal Amount of Tranche available after the Offer period] Share Linked Redemption Notes due 1 June 2023 Series 18745

("ABN AMRO/HEINEKEN 19%")

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

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

  • (a) in those Non-exempt Offer Jurisdictions mentioned in Paragraph 72 of Part A below, provided such person is a Dealer or Authorised Offeror (as such term is defined in the Base Prospectus) and that the offer is made during the Offer Period specified in that paragraph and that any conditions relevant to the use of the Base Prospectus are complied with; or
  • (b) otherwise in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or to supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer.

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

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

PART A – CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the "Conditions") set forth under the sections entitled "Terms and Conditions of the English Law Notes" , "Annex 1 - Additional Terms and Conditions for Payouts" "Annex 3 - Additional Terms and Conditions for Share Linked Notes" in the Base Prospectus dated 2 August 2017 which received visa n° 17-415 from the Autorité des marchés financiers ("AMF") on 2 August 2017 and the Supplements to the Base Prospectus dated 6 November 2017, 15 February 2018 and 28 March 2018 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, these Final Terms and the Supplements to the Base Prospectus (in each case, together with any documents incorporated therein by reference) is 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 Supplements to the Base Prospectus will also be available on the AMF website (www.amf-france.org) and these Final Terms will be available for viewing on the website of Euronext Amsterdam (www.euronext.com). A copy of these Final Terms and the Base Prospectus and the Supplements 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: 18745
(ii) Tranche Number: 1
3. Specified Currency: EUR
as
defined
in
the
definition
of
"Relevant
Currency" in Condition 4 (Payments, Physical Delivery
and Exchange of Talons)
4. Aggregate Nominal Amount:
(i) Series: EUR [aggregate nominal amount available after the
Offer Period]
(ii) Tranche: EUR [aggregate nominal amount available after the
Offer Period]
5. Issue Price of Tranche: Expected to be between 100 and 101 per cent. of the
Aggregate Nominal Amount, as determined by the
Issuer after the Offer Period.
6. Minimum Trading Size: EUR 1,000
7. (i) Specified Denomination: EUR 1,000
(ii) Calculation Amount : EUR 1,000
8. (i) Issue Date and Interest
Commencement Date:
1 June 2018
(ii) Interest Commencement
Date (if different from the
Issue Date):
Not applicable
9. (i) Maturity Date: 1 June 2023
(ii) Business
Day
Convention
Following

for Maturity Date:

10. Form of Notes: Bearer
11. Interest Basis: Not applicable
12. Coupon Switch: Not applicable
13. Redemption/Payment Basis: Share Linked Redemption (See paragraph 46 below)
Payout Switch: Not applicable
14. Change of Interest Basis or
Redemption/Payment Basis:
Not applicable
15. Put/Call Options: Not applicable
16. Exchange Rate: Not applicable
17. Status of the Notes: Senior Preferred Notes
18. Knock-in Event: Applicable
A Knock-in Event will occur if the Knock-in Value is
less
than
the
Knock-in
Level
on
the
Knock-in
Determination Day
(i) SPS Knock-in Valuation: Applicable
where
Basket means as set out in item 46(i) below
Closing Price means, in respect of the Underlying
Reference and a Scheduled Trading Day, the official
closing price of such Underlying Reference on such
day as determined by the Calculation Agent, subject
as provided in Share Linked Notes Condition 2.

Knock-in Value means the Worst Value

SPS Valuation Date means, in respect of these Knock-in provisions, the Knock-in Determination Day, or the Strike Date, as applicable

Strike Price Closing Price Value: applicable

Underlying Reference is as set out in item 46(i) below

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

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

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

Worst Value means, in respect of a SPS Valuation Date, the lowest Underlying Reference Value for any Underlying Reference in the Basket in respect of such SPS Valuation Date.

(ii) Level: Not applicable
(iii) Knock-in Level/Knock-in
Range Level:
60%
(iv) Knock-in Period Beginning
Date:
Not applicable
(v) Knock-in Period Beginning
Date Convention:
Not applicable
(vi) Knock-in Determination
Period:
Not applicable
(vii) Knock-in Determination
Day(s):
Redemption Valuation Date
(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. Tax Gross-Up: Condition 6(d)
(No Gross-Up) of the Terms and
Conditions of the English Law Notes not applicable

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

23. Interest: Not applicable
24. Fixed Rate Provisions: Not applicable
25. Floating Rate Provisions: Not applicable
26. Screen Rate Determination: Not applicable
27. ISDA Determination: Not applicable
28. FBF Determination: Not applicable
29. Zero Coupon Provisions: Not applicable
30. Index Linked Interest Provisions: Not applicable
31. Share Linked Interest Provisions: Not applicable
32. Inflation Linked Interest Provisions: Not applicable
33. Commodity Linked Interest
Provisions:
Not applicable
34. Fund Linked Interest Provisions: Not applicable
35. ETI Linked Interest Provisions: Not applicable
36. Foreign Exchange (FX) Rate Linked
Interest Provisions:
Not applicable
37. Underlying Interest Rate Linked
Interest Provisions:
Not applicable
38. Additional Business Centre(s)
(Condition 3(e) of the Terms and
Conditions of the English Law Notes
or Condition 3(e) of the Terms and
Not applicable

PROVISIONS RELATING TO REDEMPTION

as the case may be):

Conditions of the French Law Notes,

39. Final Redemption: Final Payout

40. Final Payout: SPS Payouts

Auto-Callable Products:

Autocall Notes

Calculation Amount multiplied by:

A) If FR Barrier Value is greater than or equal to the Final Redemption Condition Level:

Constant Percentage 1 + FR Exit Rate; or

B) If FR Barrier Value is less than the Final Redemption Condition Level and no Knock-in Event has occurred:

Constant Percentage 2 + Coupon Airbag Percentage; or

C) If FR Barrier Value is less than the Final Redemption Condition Level and a Knock-in Event has occurred:

Max (Constant Percentage 3 + Gearing x Option; 0%).

Where:

Constant Percentage 1 means 100%

with

FR Exit Rate means FR Rate

FR Rate means 95%

Constant Percentage 2 means 100%

with Coupon Airbag Percentage means 0%

Constant Percentage 3 means 100%

with

Gearing means - (minus) 100%

Option means Put

Put means Max (Strike Percentage – Final Redemption Value; 0 )

Strike Percentage means 100%

Final Redemption Value means the Worst Value

Strike Price Closing Value: applicable

With

Basket means as per item 46(i) above

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.

Final Redemption Condition means if FR Barrier Value is equal to or greater than the Final Redemption Condition Level on the SPS FR Barrier Valuation Date.

FR Barrier Value means the Worst Value

Final Redemption Condition Level means 100%

Settlement Price Date means the Valuation Date

SPS FR Barrier Valuation Date means the Settlement Price Date

SPS Redemption Valuation Date means the Settlement Price Date

SPS Valuation Date means the SPS Redemption Valuation Date, the SPS FR Barrier Valuation Date, or the relevant Knock-in Determination Day, as applicable

Underlying Reference is as set out in item 46(i) below

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.

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

Valuation Date means as per Conditions

Worst Value means, in respect of a SPS Valuation Date, the lowest Underlying Reference Value for any Underlying Reference in the Basket in respect of such SPS Valuation Date.

41. Automatic Early Redemption: Applicable
(i) Automatic Early Standard Automatic Early Redemption
Redemption Event: Automatic Early Redemption Event 1:
"greater than or equal to"
(ii) Automatic Early
Redemption Valuation Time:
Not applicable
(iii) Automatic Early
Redemption Payout:
SPS Automatic Early Redemption Payout:
NA x (AER Redemption Percentage + AER Exit
Rate)
Where
AER Redemption Percentage means 100%
Basket means as per item 46(i) above
NA means Calculation Amount

SPS ER Valuation Date means the relevant Settlement Price Date

SPS Valuation Date means, for these Automatic Early Redemption provisions, SPS ER Valuation Date

Settlement Price Date means the relevant Observation Date

Observation Date means the relevant Automatic Early Redemption Valuation Date as set out in item (ix) below.

Strike Price Closing Value: applicable

Underlying Reference is as set out in item 46(i) below

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

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

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

Worst Value means, in respect of a SPS Valuation Date, the lowest Underlying Reference Value for any Underlying Reference in the Basket in respect of such SPS Valuation Date.

(iv) Automatic Early Each Automatic Early Redemption Date n with n=1 to
Redemption Date(s): n=4
n AER 1 Automatic Early AER Rate
Redemption Valuation Date Redemption Date
1 27 May 2019 3 June 2019 19%
2 25 May 2020 1 June 2020 38%
3 25 May 2021 1 June 2021 57%
4 25 May 2022 1 June 2022 76%
(v) (A) Automatic Early
Redemption [Price]
[Level] [1]:
100%
(B) Automatic
Redemption
[Price][Level] 2:
Early Not applicable
(vi) Automatic Early
Redemption Percentage:
Not applicable
(vii) AER Rate: As per Table in (iv) above
(ix) Automatic Early
Redemption Valuation
Date(s)/Period(s):
AER 1 Redemption Valuation Date n (with n=1 to n=4)
as set out in the table in item (iv) above
(x) Observation Price Source: Not applicable
(xi) Underlying Reference Level: Not applicable
(xii) SPS AER Valuation: Applicable:
SPS AER Value 1:
SPS AER Value 1 being the Worst Value
(xiii) AER Event 1 Underlyings: Underlying Reference as per item 46(i) below
(xiv) AER Event 2 Underlyings: Not applicable
(xv) AER Event 1 Basket: Not applicable
(xvi) AER Event 2 Basket: Not applicable
42. Issuer Call Option: Not applicable
43. Noteholder Put Option: Not applicable
44. Aggregation: Not applicable
45. Index Linked Redemption Amount: Not applicable
46. Share Linked Redemption Amount: Applicable
(i) Share(s)/Share
Company/Basket
Company/GDR/ADR:
The Notes are linked to the performance of a basket
(the "Basket") composed of two ordinary shares,
(each an "Underlying Referencek" or "Sharek") as
set out in the table below.

(viii) AER Exit Rate: AER Rate

For the purposes of the Conditions, the Underlying Reference shall be deemed to be the Share.

k Sharek Screen Page ISIN of Share Share
Currency
Exchange
Basket 1 ABN
AMRO
GROUP NV
Bloomberg
Code:
ABN NA
NL0011540547 EUR Euronext
Amsterdam
2 HEINEKEN NV Bloomberg
Code:
HEIA NA
NL0000009165 EUR Euronext
Amsterdam
(ii) Relative Performance
Basket:
Not applicable
(iii)
(iv)
(v)
Share Currency: As per Table in item (i) above
ISIN of Share(s): As per Table in item (i) above
Screen Page/Exchange
Code:
Screen Page: As per Table in item (i) above
(vi) Strike Date: 25 May 2018
(vii) Averaging: Averaging does not apply to the Notes.
(viii) Redemption Valuation Date: 25 May 2023
(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): item (i) above The relevant Exchange is as set out in the table in
(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 25 May 2018
(b) Delayed Redemption on the Occurrence of
Additional Disruption Event and/or Optional
Additional Disruption Event: Notapplicable
(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
(xxv) CSR Event: Not applicable
47. Amount: Inflation Linked Redemption Not applicable
48. Amount: Commodity Linked Redemption Not applicable
49. Fund Linked Redemption Amount: Not applicable
50. Credit Linked Notes: Not applicable
51. ETI Linked Redemption Amount: Not applicable
52. Foreign Exchange (FX) Rate Linked
Redemption Amount:
Not applicable
53. Underlying Interest Rate Linked
Redemption Amount:
Not applicable
  • 54. Early Redemption Amount(s): Market Value less Costs
  • 55. Provisions applicable to Physical Delivery:
  • (i) Entitlement in relation to each Note:

Applicable

Physical Delivery Option 2

The Entitlement Amount in relation to each Note is:

Delivery of Worst-Performing Underlying applicable:

NA x Redemption Payout / (Worst Performing Underlying Reference Closing Price Value (i) x FX(i))

Basket means as per item 46(i) above

FX(i) is the relevant Underlying Reference FX Level(i) on the relevant SPS Valuation Date or if that is not a Business Day the immediately succeeding Business Day.

FX (k,i) means the relevant Underlying Reference FX Level on the relevant SPS Valuation Date (or if that is not a Business Day the immediately succeeding Business Day)

NA means Calculation Amount

Number (k,i) is equal to the Entitlement Amount for the relevant Underlying Reference (k) and SPS Valuation Date (i)

Redemption Payout means Final Payout as set out in item 40 above

Rounding and Residual Amount means that the Entitlement Amount will be rounded down to the nearest unit of each Relevant Asset capable of being delivered and in lieu thereof the Issuer will pay an amount equal to:

NA × Redemption Payout −� Number (k, i) FX(k,i) Underlying Reference Closing Price Value =1 (k,i)

Settlement Currency means the settlement currency for payment of the Cash Settlement Amount, or as the case, may be, the Disruption Cash Settlement Price is Euro (EUR).

Settlement Price Date means the Valuation Date

SPS Redemption Valuation Date means the Settlement Price Date

SPS Valuation Date means the SPS Redemption Valuation Date or the Strike Date, as applicable

Strike Closing Price Value: applicable

Underlying Reference is as set out in item 46(i)

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

Underlying Reference Closing Price Value (k,i) is the Underlying Reference Closing Price Value(i) on the relevant SPS Valuation Date in respect of the relevant Underlying Reference (k).

Underlying Reference FX Level means 1

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.

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

Valuation Date means as per Conditions

Worst Performing Underlying Reference Closing Price Value (i) is the Underlying Reference Closing Price Value (i) on the relevant SPS Valuation Date in respect of the Underlying Reference with the Worst Value on such date.

Worst Value means, in respect of a SPS Valuation Date, the lowest Underlying Reference Value for any Underlying Reference in the Basket in respect of such SPS Valuation Date.

The Entitlement will be evidenced by delivery of the Entitlement to the securities account with the clearing system specified by the relevant Noteholder in the relevant Asset Transfer Notice (such Asset Transfer Notice must be completed and delivered in accordance with Condition [4(b)(A)].

The Entitlement will be delivered to the relevant Noteholder(s) upon registration of the transfer of the shares in the books of the relevant clearing system(s), all in accordance with the rules, regulations and operating procedures of such clearing system(s).

  • (ii) Relevant Asset(s): As specified above
  • (iii) Cut-Off Date: As specified in Condition 4(b)

(iv) Settlement Business Day(s): If applicable, any day on which the clearing or settlement system relevant to the Worst Performing Underlying is open (v) Delivery Agent: Not applicable

(vi) Failure to Deliver due to Illiquidity: Not applicable

56. 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: Notwithstanding the fact that the Notes are Physical Delivery Notes, the Issuer may make payment of the Final Redemption Amount on the Maturity Date and the provisions of Condition 4(b)(B)(ii) will apply to the Notes.

57. CNY Payment Disruption Event: Not applicable

GENERAL PROVISIONS APPLICABLE TO THE NOTES

58. 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.
59. Financial Centre(s) or other special
provisions relating to Payment Days
for the purposes of Condition 4(a):
Not applicable
60. Identification information of Holders: Not applicable
61. Talons for future Coupons or
Receipts to be attached to definitive
Notes (and dates on which such
Talons mature):
No
62. Details relating to Partly Paid Notes: Not applicable
63. Details relating to Notes redeemable
in instalments:
Not applicable
64. Redenomination,
renominalisation
and reconventioning provisions:
Not applicable
65. Masse (Condition 12 of the Terms
and Conditions of the French Law
Notes):
Not applicable
66. Governing law: English law.
Condition 2(a) is governed by French law.
67. Calculation Agent: BNP Paribas Arbitrage S.N.C.
68. (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
69. Total commission and concession: Not applicable
70. U.S. Selling Restrictions: Reg. S Compliance Category 2; TEFRA D
71. Non exempt Offer: Applicable
(i) Non-exempt
Offer
Jurisdictions:
The Netherlands
(ii) Offer Period: From and including 7 May 2018 to and including 25
May 2018 (or such other date as the Issuer may
determine on or about such date)
(iii) Financial
intermediaries
Wilgenhaege Capital Markets B.V.
granted specific consent to
use the Base Prospectus in
PO Box 209
accordance
with
the
2130 AE Hoofddorp
Conditions in it: The Netherlands
(iv) General Consent: Applicable
(v) Other
Authorised
Offeror
Terms:
Not applicable
(vi)
Prohibition of Sales to EEA
Retail Investors:
(a)
Selling Restriction:
Not applicable
(b)
Legend:
Not applicable
$\mathbf{2}$ . 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
trading: behalf) for the Notes to be admitted to trading on
Euronext Amsterdam with effect from the Issue Date.

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

EUR 3,950 for nominal amount of EUR 5,000,000.

2. Ratings

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

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

Save for any fees payable to the Managers, 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 [100% of the Aggregate Nominal Amount]
  • (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 the Notes.

Share Screen Page Website
ABN AMRO GROUP NV Bloomberg Code:
ABN NA
www.abnamro.nl
HEINEKEIN NV Bloomberg Code:
HEIA NA
www.heineken.nl

6. Operational Information

(i) ISIN: XS1815281685
(ii) Common Code: 181528168
(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

Offer Price: 100%
Conditions to which the offer is
subject:
Offers of the Notes are conditional on their issue and
on any additional conditions set out in the standard
terms of business of the Authorised Offerors, notified
to investors by such relevant Authorised Offerors.
The Issuer reserves the right to withdraw the offer and
cancel the issuance of the Notes for any reason, in
accordance with the Authorised Offerors at any time
on or prior to the Issue Date. For the avoidance of
doubt, if any application has been made by a potential
investor and the Issuer exercises such a right, each
such
potential investor
shall
not
be
entitled to
subscribe or otherwise acquire the Notes.
Description of the application
process:
Application to subscribe for the Notes can be made in
The
Netherlands
at the
offices
of
the
relevant
Authorised Offeror. The distribution of the Notes will
be carried out in accordance with Authorised Offeror's
usual
procedures
notified
to
investors
by
such
Authorised Offeror.
Prospective investors will not be required to enter into
any contractual arrangements directly with the Issuer
in relation to the subscription for the Notes.
Details of the minimum and/or The minimum amount of application per investor is:
maximum amount of application: EUR 1,000
Description of possibility to reduce
subscriptions and manner for
refunding excess amount paid by
applicants:
Not applicable
Details of the method and time limits
for paying up and delivering the
Notes:
The Notes will be issued on the Issue Date against
payment to the Issuer of the net subscription moneys.
Investors will be notified by the relevant Authorised
Offerors
of
their
allocations
of
Notes
and
the
settlement arrangements in respect thereof.
Manner and date in which results of
the offers are to be made public:
The results of the offer of the Notes will be published
as soon as possible via Euroclear and Clearstream,
Luxembourg
and
also
on
the following website
www.edpo.bnpparibas.com/XS1815281685
on
or
about 25 May 2018.
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 Not applicable
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 2004/39/EC may take place prior to the
Issue Date.
Amount of any expenses and taxes
specifically charged to the
There are no expenses or taxes charged to the
subscriber or purchaser that the Issuer is aware of.

subscriber or purchaser:

8. Placing and Underwriting

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

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

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

When the underwriting agreement has been or will be reached:

The Authorised Offerors identified in Paragraph 72 of Part A above and identifiable in the Base Prospectus.

Not applicable

No underwriting commitment is undertaken by the Authorised Offerors.

Not applicable

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). This Summary contains all the Elements required to be included in a summary for this type of Notes and Issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted in the summary because of the type of Notes, Issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element should be included in the summary explaining why it is not applicable.

Element Title
A.1 Warning that the
summary should
be read as an
introduction and
provision as to
claims

This summary should be read as an introduction to the
Base Prospectus and the applicable Final Terms. In this
summary, unless otherwise specified and except as used
in the first paragraph of Element D.3, "Base Prospectus"
means the Base Prospectus of BNPP dated 2 August
2017 as supplemented from time to time.
In the first
paragraph of Element D.3, "Base Prospectus" means the
Base Prospectus of BNPP dated 2 August 2017.

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

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

No civil liability will attach to the Issuer in any such
Member State solely on the basis of this summary,
including any translation hereof, unless it is misleading,
inaccurate or inconsistent when read together with the
other parts of the Base Prospectus and the applicable
Final Terms or it does not provide, when read together
with the other parts of the Base Prospectus and the
applicable Final Terms, key information (as defined in
Article 2.1(s) of the Prospectus Directive) in order to aid
investors when considering whether to invest in the
Notes.
A.2 Consent as to
use the Base
Prospectus,
period of validity
and other
conditions
attached
Consent: Subject to the conditions set out below, the Issuer consents
to the use of the Base Prospectus in connection with a Non-exempt
Offer of Notes by the Dealers Wilgenhaege Capital Markets B.V.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 Share Linked Redemption Notes due 1 June
2023, Series 18745, ISIN XS1815281685 (the "Notes") described in
the Final Terms dated 7 May 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 the period from and including 7 May
2018 to and including 25 May 2018 (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.
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 its results.
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 shocks.
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 as well as transparency and reporting on derivative
transactions;
the new Markets in Financial Instruments Directive ("MiFID")
and Markets in Financial Instruments Regulation ("MiFIR"),
and European regulations governing the clearing of certain
over-the-counter
derivative
products
by
centralised
counterparties and the disclosure of securities financing
transactions to centralised bodies;
the General Data Protection Regulation ("GDPR") will become
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.
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 security and technology risk
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 and technology assets.
The technological change is accelerating with the digital transformation
and the resulting increase in the number of communications circuits,
proliferation in data sources, growing process automation, and greater
use of electronic banking transactions.
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.
B.5 Description of
the Group
BNPP is a European leading provider of banking and financial services
and has four domestic retail banking markets in Europe, namely in
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 Group" or the "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
31/12/2017 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
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 2017 (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 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
Not applicable, as at 28 March 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 December 2017.
B.14 Dependence
upon other
group entities
Subject to the following paragraph, BNPP is not dependent upon other
members of the BNPP Group.
In April 2004, BNP Paribas SA began outsourcing IT Infrastructure
Management Services to the BNP Paribas Partners for Innovation
(BP²I) joint venture set up with IBM France at the end of 2003. BP²I
provides IT Infrastructure Management Services for BNP Paribas SA
and several BNP Paribas subsidiaries in France (including BNP
Paribas
Personal
Finance,
BP2S,
and
BNP
Paribas
Cardif),
Switzerland, and Italy. In mid-December 2011 BNP Paribas renewed
its agreement with IBM France for a period lasting until end-2017. At
the end of 2012, the parties entered into an agreement to gradually
extend this arrangement to BNP Paribas Fortis as from 2013. The
Swiss subsidiary was closed on 31 December 2016.
BP²I is under the operational control of IBM France. BNP Paribas has a
strong influence over this entity, which is 50/50 owned with IBM
France. The BNP Paribas staff made available to BP²I make up half of
that entity's permanent staff, its buildings and processing centres are
the property of the Group, and the governance in place provides BNP
Paribas with the contractual right to monitor the entity and bring it back
into the Group if necessary.
ISFS is a fully-owned IBM subsidiary, which has changed its name to
IBM Luxembourg, and handles IT Infrastructure Management for part
of BNP Paribas Luxembourg's entities.
BancWest's data processing operations are outsourced to Fidelity
Information Services ("FIS") for its core banking. The hosting and
production operations are also located at FIS in Honolulu.
Cofinoga France's data processing is outsourced to SDDC, a fully
owned IBM subsidiary.
See also Element B.5 above.
B.15 Principal BNP Paribas holds key positions in its two main businesses:
activities
Retail Banking and Services, which includes:

Domestic Markets, comprising:

French Retail Banking (FRB),

BNL banca commerciale (BNL bc), Italian
retail banking,

Belgian Retail Banking (BRB),

Other Domestic Markets activities, including
Luxembourg Retail Banking (LRB);
International Financial Services, comprising:

Europe-Mediterranean,

BancWest;

Personal Finance;

Insurance

Wealth and Asset Management
Corporate and Institutional Banking (CIB), which includes:
Corporate Banking,
Global Markets,
Securities Services.
B.16 Controlling
Shareholders
of its capital or voting rights. 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%
B.17 Solicited credit
ratings
BNPP's long-term credit ratings are A with a stable outlook (Standard &
Poor's Credit Market Services France SAS), Aa3 with a stable outlook
(Moody's Investors Service Ltd.), A+ with a stable outlook (Fitch France
S.A.S.) and AA (low) with a stable outlook (DBRS Limited) and BNPP's
short-term credit ratings are A-1 (Standard & Poor's Credit Market
Services France SAS), P-1 (Moody's Investors Service Ltd.), F1 (Fitch
France S.A.S.) and R-1 (middle) (DBRS Limited).
The Notes have not been rated.
A security rating is not a recommendation to buy, sell or hold securities
and may be subject to suspension, reduction or withdrawal at any time.

Section C – Notes

Element Title
C.1 Type and class
of Notes/ISIN
The Notes are issued in Series. The Series Number of the Notes is
18745. The Tranche number is 1.
The ISIN is: XS1815281685.
The Common Code is: 181528168.
The Notes are either cash settled Notes or physically 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
are
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.
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
Preferred Notes rank:
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
The terms of the Senior Preferred Notes will contain events of default
including non-payment, non-performance or non-observance of the
Issuer's obligations in respect of the Notes and the insolvency or
winding up of the Issuer.
Meetings
The terms of the Notes will contain provisions for calling meetings of
holders of such Notes to consider matters affecting their interests
generally.
These
provisions permit defined majorities to bind all
holders, including holders who did not attend and vote at the relevant
meeting and holders who voted in a manner contrary to the majority.
Taxation
All payments in respect of Notes will be made without deduction for or
on account of withholding taxes imposed by France or any political
subdivision or any authority thereof or therein having power to tax
unless such deduction or withholding is required by law. In the event
that any such deduction is made, the Issuer will, save in certain limited
circumstances, be required to pay additional amounts to cover the
amounts so deducted.
Payments will be subject in all cases to (i) any fiscal or other laws and
regulations applicable thereto in the place of payment, but without
prejudice to the provisions of Condition 6 of the Terms and Conditions
of the English Law Notes and Condition 6 of the Terms and Conditions
of the French Law Notes, as the case may be, (ii) any withholding or
deduction
required
pursuant
to
an
agreement
described
in
Section 1471(b)
of
the
U.S.
Internal
Revenue
Code
of
1986
(the "Code") or otherwise imposed pursuant to Sections 1471 through
1474 of the Code, any regulations or agreements thereunder, any
official interpretations thereof, or (without prejudice to the provisions of
Condition 6 of the Terms and Conditions of the English Law Notes and
Condition 6 of the Terms and Conditions of the French Law Notes, as
the case may be) any law implementing an intergovernmental
approach thereto, and (iii) any withholding or deduction required
pursuant to Section 871(m) of the Code.
In addition, in determining the amount of withholding or deduction
required pursuant to Section 871(m) of the Code imposed with respect
to any amounts to be paid on the Notes, the Issuer shall be entitled to
withhold on any "dividend equivalent" payment (as defined for
purposes of Section 871(m) of the Code) at a rate of 30 per cent.
Governing law
Tthis 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/Redemp
tion
Interest
The Notes do not bear or pay interest.
Redemption
Unless previously redeemed, each Note will be redeemed on the
Maturity Date as set out in Element C.18.
The Notes may be redeemed early for tax reasons at the Early
Redemption Amount calculated in accordance with the Conditions.
Representative of Noteholders
No representative of the Noteholders has been appointed by the
Issuer.
Please also refer to item C.8 above for rights attaching to the Notes.
C.10 Derivative Not Applicable
component in
the interest
payment
Please also refer to Elements C.9 above and C.18 below.
C.11 Admission to
Trading
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 on redemption is calculated by reference to a
basket of 2 shares:
k Sharek Screen Page ISIN of Share Exchange
Basket 1 ABN
AMRO
NV
Bloomberg
Code:
ABN NA
NL0011540547 Euronext
Amsterdam
2 HEINEKEN NV Bloomberg
Code:
HEIA NA
NL0000009165 Euronext
Amsterdam
Each a "Share" or "Underlying Reference" or together the "Basket"
or "Underlying References"
See item C.9 above and C.18 below.
C.16 Maturity The Maturity Date of the Notes is 1 June 2023.
This Series of Notes is either cash or physically settled.
C.17 Settlement
Procedure
The Issuer does not have the option to vary settlement.
C.18 Return on
derivative
securities
See Element C.8 above for the rights attaching to the Notes.
Final Redemption
Unless previously redeemed or purchased and cancelled, each Note
will be redeemed by the Issuer on the Maturity Date at the Final
Redemption Amount equal to the Final Payout:
Final Payout
Auto-callable Notes fixed term notes that include an automatic early
redemption feature. The return is linked to the performance of the
Underlying Reference. The return is calculated by reference to various
mechanisms (including knock-in features). There is
no capital
protection.
Autocall Notes
Calculation Amount multiplied by:
A) Redemption Condition Level: If FR Barrier Value is greater than or equal to the Final
195%; or
B) If FR Barrier Value is less than the Final Redemption
Condition Level and no Knock-in Event has occurred:
100%; or
C)
If FR Barrier Value is less than the Final Redemption
Condition Level and a Knock-in Event has occurred:
Max (100%, Final Redemption Value).
where
Basket means as per C.15 above
Calculation Agent means BNP Paribas Arbitrage S.N.C.
Calculation Amount means EUR 1,000
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 to Share Linked Notes Condition 2.
Final Redemption Condition means if FR Barrier Value is equal to or
greater than the Final Redemption Condition Level on the SPS FR
Barrier Valuation Date.
Final Redemption Condition Level means 100%
Final Redemption Value means the Underlying Reference Value
FR Barrier Value means the Worst Value
With
Knock-in Event is applicable
Knock-in Event means that the Knock-in Value is less than the
Knock-in Level on the Knock-in Determination Day
Knock-in Determination Day means Redemption Valuation Date
Knock-in Level means 60%
Knock-in Value means the Worst Value
Redemption Valuation Date means 25 May 2023
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).
Settlement Price Date means the Valuation Date
SPS FR Barrier Valuation Date means the Settlement Price Date
SPS Knock-in Valuation is applicable
SPS Redemption Valuation Date means the Redemption Valuation
Date
SPS Valuation Date means the SPS Redemption Valuation Date, the
SPS FR Barrier Valuation Date, the relevant Knock-in Determination
Day or the Strike Date, as applicable.
Strike Price Closing Value: applicable
Strike Date means 25 May 2018
Underlying Reference as set out in C.15 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, in respect of an
Underlying Reference, the Underlying Reference Closing Price Value
for such Underlying Reference on the Strike Date.
Underlying Reference Value means, in respect of an Underlying
Reference and a SPS Valuation Date, (i) the Underlying Reference
Closing Price Value for such Underlying Reference in respect of such
SPS Valuation Date (ii) divided by the relevant Underlying Reference
Strike Price.
Valuation Date means the Redemption Valuation Date
Worst Value means, in respect of a SPS Valuation Date, the lowest
Underlying Reference Value for any Underlying Reference in the
Basket in respect of such SPS Valuation Date.
Entitlement Amount
Delivery of the Worst-Performing Underlying
NA
x
Redemption
Payout
/
(Worst
Performing
Underlying
Reference Closing Price Value (i) x FX(i))
If a Knock-in Event has occurred, no Final Redemption Amount will be
payable and physical delivery of the Entitlement Amount will apply.
Where
Basket means as per C.15 above
Business Day means a day which commercial banks and foreign
exchange markets settle payments and are open for general business
(including dealing in foreign exchange and foreign currency deposits)
and a day on which the Trans-European Automated Real-Time Gross
Settlement Express Transfer (TARGET2) System (the "TARGET2
Settlement Day") is open.
FX(i) means the relevant Underlying Reference FX Level(i) on the
relevant SPS Valuation Date (or if that is not a Business Day the
immediately succeeding Business Day)
FX (k,i) means the relevant Underlying Reference FX Level on the
relevant SPS Valuation Date (or if that is not a Business Day the
immediately succeeding Business Day)
NA means Calculation Amount
Number (k,i) is equal to the Entitlement Amount for the relevant
Underlying Reference (k) and SPS Valuation Date (i)
Redemption Payout means Final Payout as set out in above
Relevant Asset means the Underlying Reference
Rounding and Residual Amount means that the Entitlement Amount
will be rounded down to the nearest unit of each Relevant Asset
capable of being delivered and in lieu thereof the Issuer will pay an
amount equal to:
𝐾𝐾
∗ Underlying Reference Closing Price Value
Number (k, i) ∗ FX(k,i)
NA × Redemption Payout −�
(k,i)
𝑘𝑘=1
Settlement Currency means the settlement currency for payment of
the Cash Settlement Amount, or as the case, may be, the Disruption
Cash Settlement Price is Euro (EUR).
Settlement Price Date means the Valuation Date
SPS Redemption Valuation Date means the Settlement Price Date
SPS Valuation Date is as defined under Final Payout above
Underlying Reference Closing Price Value (k,i) is the Underlying
Reference Closing Price Value(i) on the relevant SPS Valuation Date
in respect of the relevant Underlying Reference (k).
Underlying Reference FX Level means 1
Worst Performing Underlying Reference Closing Price Value (i) is
the Underlying Reference Closing Price Value (i) on the relevant SPS
Value on such date. Valuation Date in respect of the Underlying Reference with the Worst
Basket in respect of such SPS Valuation Date. Worst Value means, in respect of a SPS Valuation Date, the lowest
Underlying Reference Value for any Underlying Reference in the
Amount. The Entitlement Amount will be rounded down to the nearest unit of
each Relevant Asset capable of being delivered and in lieu thereof the
Issuer will pay an amount equal to the Rounding and Residual
Automatic Early Redemption
Redemption Date. If on any Automatic Early Redemption Valuation Date an Automatic
Early Redemption Event occurs, the Notes will be redeemed early at
the Automatic Early Redemption Amount on the Automatic Early
equal to: The Automatic Early Redemption Amount in respect of each nominal
amount of Notes equal to the Calculation Amount will bean amount
SPS Automatic Early Redemption Payout
NA X (100% + AER Exit Rate)
with
AER 1 Redemption Valuation Date Automatic Early Redemption Event means, if on any Automatic
Early Redemption Valuation Date the SPS AER Value 1 is equal to or
greater than the Automatic Early Redemption Level 1 on the relevant
Automatic Early Redemption Level 1 means 100%
AER Exit Rate means AER Rate as set out in the table below
or AER 1 Redemption Valuation Date n (with n, n=1 to n=4) is as
set out in the table below
Automatic Early Redemption Valuation Date n (with n, n=1 to n=4)
out in the table below Automatic Early Redemption Date n (with n, n=1 to n=4) is as set
n AER 1 Automatic AER Rate
Redemption Early
Valuation
Date
Redemption
Date
1 27 May 2019 3 June 2019 19%
2 25 May 2020 1 June 2020 38%
3 25 May 2021 1 June 2021 57%
4 25 May 2022 1 June 2022 76%
Basket means as per C.15 above
NA means Calculation Amount
Observation Date means the relevant Automatic Early Redemption
Valuation Date
Settlement Price Date means the relevant Observation Date
SPS Valuation Date means the relevant SPS ER Valuation Date
SPS AER Value 1 means the Underlying Reference Value
SPS AER Valuation: applicable
SPS ER Valuation Date means the relevant Settlement Price Date
Strike Date means 25 May 2018
Strike Price Closing Value: applicable
Underlying Reference Closing Price Value means, in respect of a
SPS Valuation Date, the Closing Price in respect of such day
means, in respect of an
Underlying
Reference
Strike
Price
Underlying Reference, the Underlying Reference Closing Price Value
for such Underlying Reference on the Strike Date.
Underlying Reference Value means, in respect of an Underlying
Reference and a SPS Valuation Date, (i) the Underlying Reference
Closing Price Value for such Underlying Reference in respect of such
SPS Valuation Date (ii) divided by the relevant Underlying Reference
Strike Price.
Worst Value means, in respect of a SPS Valuation Date, the lowest
Underlying Reference Value for any Underlying Reference in the
Basket in respect of such SPS Valuation Date.
The above provisions are subject to adjustment as provided in the
conditions of the Notes to take into account events in relation to the
Underlying Reference or the Notes.
This may lead to adjustments
being made to the Notes or, in some cases, the Notes being
terminated early at an early redemption amount (see item C.9).
C.19 Final reference
price of the
Underlying
The final reference price of the underlying will be determined in
accordance with the valuation mechanics set out in Element C.18
above.
C.20 Underlying
Reference
The relevant Underlying Reference specified in Element C.15Element
C.18 above. Information on the Underlying Reference can be obtained
from the relevant Screen Page for the relevant Share as per item C.15.
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 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
− 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;
(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.
Risk Factors
risks
regulatory
This section summarises the principal risks that the Bank currently
considers itself to face. They are presented in the following categories:
related
to
the
macroeconomic
and
market
environment,
risks
and
risks
related
to
the
Bank,
its
strategy,
management and operations.
(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
assessing 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
the
risks
associated
with
Notes
issued
under
the
Programme, including:
Market Risks
the Notes are unsecured obligations;
the trading price of the Notes is affected by a number of factors
including, but not limited to, (in respect of Notes linked to an
Underlying
Reference)
the
price
of
the
relevant
Underlying
Reference(s) and volatility and such factors mean that the trading price
of the Notes may be below the Final Redemption Amount or value of
the Entitlement;
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
settlement may be postponed following the occurrence or existence of
a Settlement Disruption Event and, in these circumstances, the Issuer
may pay a Disruption Cash Settlement Price (which may be less than
the fair market value of the Entitlement) in lieu of delivering the
Entitlement;
the occurrence of an additional disruption event or optional additional
disruption event may lead to an adjustment to the Notes, or early
redemption or may result in the amount payable on scheduled
redemption being different from the amount expected to be paid at
scheduled redemption and consequently the occurrence of an
additional disruption event and/or optional additional disruption event
may have an adverse effect on the value or liquidity of the Notes;
the Notes may be redeemed in the case of illegality or impracticability
and such redemption may result in an investor not realising a return on
an investment in the Notes;
any judicial decision or change to an administrative practice or change
to English law or French law, as applicable, after the date of the Base
Prospectus could materially adversely impact the value of any Notes
affected by it;
Secondary Market Risks
an active secondary market may never be established or may be
illiquid and that this may adversely affect the value at which an
investor may sell its Notes (investors may suffer a partial or total loss
of the amount of their investment);
the trading market for Notes may be volatile and may be adversely
impacted by many events;
Risks Relating to Underlying Reference Asset(s)
In addition, there are specific risks in relation to Notes which are linked
to an Underlying Reference
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
Auto-callable 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
the
application of knock-in features. Auto-callable Notes include
automatic early redemption mechanisms. If an automatic early
redemption event occurs investors may be exposed to a
partial loss of their investment.
D.6 Risk warning In the event of the insolvency of the Issuer or if it is otherwise unable
or unwilling to repay the Notes when repayment falls due, an investor
may lose all or part of his investment in the Notes.
In addition, investors may lose all or part of their investment in the
Notes as a result of the terms and conditions of the Notes.
Section E - Offer
------------------- -- --
Element Title
E.2b Reasons for the
offer and use of
proceeds
The net proceeds from the issue of the Notes will become part of the
general funds of the Issuer. Such proceeds may be used to maintain
positions in options or futures contracts or other hedging instruments.
E.3 Terms and
conditions of the
offer
This issue of Notes is being offered in a Non-Exempt Offer in The
Netherlands.
The issue price of the Notes is expected to be between [100 and 101]
per cent. of their nominal amount, as determined by the Issuer after
the Offer Period.
E.4 Interest of
natural and legal
persons
involved in the
issue/offer
Any Dealer and its affiliates may also have engaged, and may in the
future engage, in investment banking and/or commercial banking
transactions with, and may perform other services for, the Issuer and
its Affiliates in the ordinary course of business.
Other than as
mentioned above, so far as the Issuer is aware, no person involved in
the issue of the Notes has an interest material to the offer, including
conflicting interests.
E.7 Expenses
charged to the
investor by the
Issuer
No expenses are being charged to an investor by the Issuer.