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BNP Paribas Capital/Financing Update 2018

Apr 27, 2018

1158_rns_2018-04-27_6e2015da-fe6d-4e51-be94-d4e3311d617e.pdf

Capital/Financing Update

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Final Terms dated 30 April 2018

BNP PARIBAS

(incorporated in France)

(the Issuer)

Issue of EUR [Aggregate Nominal Amount available after the Offer Period] Underlying Interest Rate Linked Notes due 25 May 2028 Series 18728

under the €90,000,000,000

Euro Medium Term Note Programme

(the Programme)

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

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

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

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

PART A – CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the "Conditions") set forth under the sections entitled "Terms and Conditions of the English Law Notes", "Annex 1 - Additional Terms and Conditions for Payouts"and "Annex 10 – Additional Terms and Conditions for Underlying Interest Rate 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) 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 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: 18728
(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 will be available after
the Offer Period]
(ii) Tranche: EUR [aggregate nominal amount will be 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:
25 May 2018
(ii) Interest Commencement
Date (if different from the
Issue Date):
Not applicable
9. (i) Maturity Date: Interest Payment Date due to fall fall on 25 May 2028
(ii) Business
Day
Convention
for Maturity Date:
Following
10. Form of Notes: Bearer
11. Interest Basis: Underlying Interest Rate Linked Interest
(further particulars specified below)
12. Coupon Switch: Not applicable
13. Redemption/Payment Basis: Redemption at par
14. Change of Interest Basis or
Redemption/Payment Basis:
Not applicable
15. Put/Call Options: Not applicable
16. Exchange Rate: Not applicable
17. Status of the Notes: Senior Preferred Notes
18. Knock-in Event: Not applicable
19. Knock-out Event: Not applicable
20. Method of distribution: Non-syndicated
21. Hybrid Securities: Not applicable
22. Tax Gross-Up: Condition 6(d)
(No Gross-Up) of the Terms and
Conditions of the English Law Notes not applicable

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

23. Interest: Applicable
(i) Interest Period(s): The period from (and including) an Interest Payment
Date
to (but excluding)
the next following Interest
Payment Date (save
for the initial
Interest
Period
starting
on
(and
including)
the
Interest
Commencement Date and for the final Interest Period
ending on (but excluding) the Maturity Date
(ii) Interest Period End Date(s): 25 May in each year from 25 May 2019 to 25 May
2028
(iii) Business Day Convention
for Interest Period End
Date(s):
None
(iv) Interest Payment Date(s): 25 May in each year from and including 25 May 2019
to and including 25 May 2028
(v) Business Day Convention
for Interest Payment
Date(s):
Following
(vi) Party responsible for
calculating the Rate(s) of
Interest and Interest
Amount(s) (if not the
Calculation Agent):
As per item 68 below
(vii) Margin(s): Not applicable
(viii) Minimum Interest Rate: 0 per cent. per annum

(ix) Maximum Interest Rate: Not applicable (x) Day Count Fraction: 30/360, unadjusted (xi) Determination Dates: Not applicable (xii) Accrual to Redemption: Applicable (xiii) Rate of Interest: Linked Interest - ISDA Determination (xiv) Coupon Rate: Combination Floater Coupon is applicable:

Where:

Global Cap means Not applicable Global Floor means Not applicable Global Margin means 0%

FI Interest Valuation Date means the Underlying Interest Determination Date as set out in item 37(i) below

FI Rate(i) means Rate

Gearing(i) means 60%

FI Valuation Date means the FI Interest Valuation Date

(i) means 1

Local Cap means 4%

Local Floor means 0%

n means 1

Rate means Floating Rate Option (as set out in item 37(iii)(a)(A) below)

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 Not applicable

Provisions:

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. Interest Provisions: Underlying Interest Rate Linked Applicable
(i) Underlying Interest
Determination Date(s):
Two (2) Business Days prior to the start of
each
Interest Period
(ii) Strike Date: Not applicable
(iii) Manner in which the
Underlying Interest Rate is
to be determined:
ISDA Determination
(a) Screen
Rate
Determination:
Not applicable
(b) ISDA
Determination:
Applicable
(A) Floating Rate EUR-ISDA-EURIBOR Swap Rate-11:00
Option: Where
EUR-ISDA-EURIBOR Swap Rate-11:00 means the
rate for a Reset Date will be the annual swap rate for
euro
swap
transactions
with
a
maturity
of
the
Designated Maturity, expressed as a percentage,
which appears on Reuters Screen "ISDAFIX2" Page
under the heading "EURIBOR BASIS –
EUR and
above the caption "11:00 AM Frankfurt" as of 11:00
Frankfurt time, on the day that is two (2) TARGET
Settlement Days preceding the Reset Date (each an
"Interest Valuation Date").
If such rate does not appear on the Reuters Screen
ISDAFIX2 Page, the rate for that Reset Date will be
determined as if the parties had specified "EUR
Annual
Swap
Rate-Reference
Banks"
as
the
applicable Floating Rate Option.
(B) Designated
Maturity:
10 years
(C) Reset Date: The first day of each Interest Period
(iv) Underlying Margin(s): Not applicable
(v) Minimum Underlying
Reference Rate:
Not applicable
(vi)
Maximum Underlying
Reference Rate:
Not applicable
38. Additional Business Centre(s)
(Condition 3(e) of the Terms and
Not applicable

Conditions of the English Law Notes or Condition 3(e) of the Terms and Conditions of the French Law Notes, as the case may be):

PROVISIONS RELATING TO REDEMPTION

39. Final Redemption: Final Payout
40. Final Payout: SPS Fixed Percentage Notes applicable:
Constant Percentage 1
with
Constant Percentage 1 means 100%
41. Automatic Early Redemption: Not applicable
42. Issuer Call Option: Not applicable
43. Noteholder Put Option: Not applicable
44. Aggregation: Not applicable
45. Index Linked Redemption Amount: Not applicable
46. Share Linked Redemption Amount: Not applicable
47. Amount: Inflation Linked Redemption Not applicable
48. Amount: Commodity Linked Redemption Not applicable
49. Fund Linked Redemption Amount: Not applicable
50. Credit Linked Notes: Not applicable
51. ETI Linked Redemption Amount: Not applicable
52. Foreign Exchange (FX) Rate Linked
Redemption Amount:
Not applicable
53. Underlying Interest Rate Linked
Redemption Amount:
Not applicable
54. Events of
Default
for
Senior
Non-payment: Applicable
Preferred Notes: Breach of other obligations: Applicable
Insolvency (or other similar proceeding): Applicable
55. Early Redemption Amount(s): Calculation Amount Percentage:
Calculation Amount x 100 per cent.
56. Delivery: Provisions applicable to Physical Not applicable
57. 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:
58. CNY Payment Disruption Event: Not applicable
GENERAL PROVISIONS APPLICABLE TO THE NOTES
59. Form of Notes: Bearer Notes:
New Global Note: No
Temporary Bearer Global Note exchangeable for a
Permanent Bearer Global Note which is exchangeable
for definitive Bearer Notes only upon an Exchange
Event.
60. Financial Centre(s) or other special
provisions relating to Payment Days
for the purposes of Condition 4(a):
Not applicable
61. Identification information of Holders: Not applicable
62. Talons for future Coupons or
Receipts to be attached to definitive
Notes (and dates on which such
Talons mature):
No
63. Details relating to Partly Paid Notes:
amount of each payment comprising
the Issue Price and date on which
each payment is to be made and, if
different from those specified in the
Temporary Bearer Global Note or
Permanent Bearer Global Note,
consequences of failure to pay,
including any right of the Issuer to
forfeit the Notes and interest due on
late payment:
Not applicable
64. Details relating to Notes redeemable
in instalments: amount of each
instalment, date on which each
payment is to be made:
Not applicable
65. Redenomination,
renominalisation
and reconventioning provisions:
Not applicable
66. Notes): Masse (Condition 12 of the Terms
and Conditions of the French Law
Not applicable
67. Governing law: English law
Condition 2(a) is governed by French law.
68. Calculation Agent: BNP Paribas
DISTRIBUTION
69. (i) If syndicated, names of
Managers (specifying Lead
Manager):
Not applicable
(ii) Date of Subscription
Agreement:
Not applicable
(iii) Stabilisation Manager (if
any):
Not applicable
(iv) If non-syndicated, name of BNP Paribas

relevant Dealer:

Total commission and concession: Not applicable
Reg. S Compliance Category 2; TEFRA D
Applicable
(i) Non-exempt Offer The Netherlands
Jurisdictions:
(ii) Offer Period: From and including 30 April 2018 to and including 11
May
2018
(or
such
other
date
as
the
Issuer
determines as notified on or around such date)
(iii)
Financial
intermediaries
granted specific consent to
use the Base Prospectus in
accordance
with
the
Not applicable
(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
U.S. Selling Restrictions:
Non exempt Offer:
Conditions in it:

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 6,475 for a nominal amount of EUR5,000,000

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 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: The Issue Price (in %) multiplied by the Aggregate Nominal Amount (in EUR)
  • (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

Details of historic "EUR-ISDA-EURIBOR Swap Rate-11:00" with designated maturity of 10 years can be obtained from Reuters Screen ISDAFIX2 Page under the heading "EURIBOR BASIS-EUR" and above the caption "11:00AM FRANKFURT".

6. Operational Information

BASIS-EUR" and above the caption "11:00AM FRANKFURT".
(i) ISIN: XS1810129277
(ii) Common Code: 181012927
(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 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: The issue price of the Notes is expected to be
between 100 and 101 per cent. as determined by the
Issuer and the Managers on or about 11 May 2018 in
accordance with market conditions then prevailing,
including supply and demand for the Notes and other
similar securities.
subject: Conditions to which the offer is 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.
process: Description of the application 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
applicants: Description of possibility to reduce
subscriptions and manner for
refunding excess amount paid by
Not applicable
Notes: Details of the method and time limits
for paying up and delivering the
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.eqdpo.bnpparibas.com/XS1810129277
on
or
around 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 of the amount allotted and the indication whether dealing may begin before notification is made:

Amount of any expenses and taxes specifically charged to the 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:

9. EU Benchmark Regulation

EU Benchmark Regulation: Article 29(2) statement in benchmarks:

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

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

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

Applicable

Amounts payable under the Notes are calculated by reference to the EUR-ISDA-EURIBOR Swap Rate-11:00, which is provided by ICE Benchmark Administration. As at the date of this Final Terms, ICE Benchmark Administration 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 Benchmark Regulation (Regulation (EU) 2016/1011) (the "BMR"). As far as the Issuer is aware, the transitional provisions in Article 51 of the Benchmarks Regulation apply, such that the administrator is not currently required to obtain authorisation/registration.

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 and each financial intermediary whose
name
is
published
on
the
Issuer's
website
(https://rates
globalmarkets.bnpparibas.com/gm/Public/LegalDocs.aspx)
and
identified as an Authorised Offeror in respect of the relevant Non
exempt Offer and any financial intermediary which is authorised to
make such offers under applicable legislation implementing the
Markets in Financial Instruments Directive (Directive 2004/39/EC) and

Section A - Introduction and warnings

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 Underlying Interest Rate Linked Notes due 25
May
2028,
Series
18728,
ISIN
XS1810129277
(the
"Notes")
described in the Final Terms dated 30 April 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 30 April
2018 to and including 11 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
published). 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
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
activities
BNP Paribas holds key positions in its two main businesses:

Retail Banking and Services, which includes:

Domestic Markets, comprising:

French Retail Banking (FRB),

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

Belgian Retail Banking (BRB),

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

Europe-Mediterranean,

BancWest;

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
18728. The Tranche number is 1.
The ISIN is: XS1810129277.
The Common Code is: 181012927.
The Notes are cash settled Notes.
C.2 Currency The currency of this Series of Notes is euro ("EUR").
C.5 Restrictions on
free
transferability
The Notes will be freely transferable, subject to the offering and selling
restrictions in Subscription and Sale
and under the Prospectus
Directive and the laws of any jurisdiction in which the relevant Notes
are offered or sold.
C.8 Rights attaching
to the Notes
Notes issued under the Programme will have terms and conditions
relating to, among other matters:
Status and Subordination (Ranking)
The Notes are Senior Preferred Notes.
Senior Preferred Notes
are Senior Preferred Obligations and
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
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/Redemp
tion
Interest
The Notes pay interest from their date of issue at a structured rate
calculated by reference to the EUR-ISDA-EURIBOR Swap Rate-11:00
with a maturity of 10 years
(the "Underlying Reference").
Interest will be paid annually in arrear on 25 May in each year. The
first interest payment will be made on 25 May 2019. The minimum rate
of interest is zero.
The interest rate is calculated as set out below:
Combination Floater Coupon
Where:
Gearing(i) means 60%
Global Cap means Not applicable
Global Floor means Not applicable
Global Margin means 0%
means
the
Underlying
Interest
FI
Interest
Valuation
Date
Determination Date
FI Rate(i) means Rate
FI Valuation Date means the FI Interest Valuation Date
Floating Rate Option means EUR-ISDA-EURIBOR Swap Rate-11:00
with a maturity date of 10 years
Interest Payment Date
means 25 May in each year from and
including 25 May 2019 to and including 25 May 2028
Interest Period means the period from (and including) an Interest
Payment Date to (but excluding) the next following Interest Payment
Date (save for the initial Interest Period starting on (and including) 25
May 2018 and for the final Interest Period ending on (but excluding)
the Maturity Date
(i) means 1
Local Cap means 4%
Local Floor means 0%
n means 1
Rate means Floating Rate Option
Underlying Interest Determination Date means Two (2) Business
Days prior to the start of each Interest Period
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 at par.
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
Payments of interest in respect of the Notes will be determined by
reference to the performance of the Underlying Reference(s).
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 in respect of interest is calculated by reference
to the Underlying Reference(s).
See item C.9 above and C.18 below.
C.16 Maturity The Maturity Date of the Notes is 25 May 2028.
C.17 Settlement
Procedure
This Series of Notes is cash settled.
The Issuer does not have the option to vary settlement.
C.18 Return on
derivative
securities
See Element C.8 above for the rights attaching to the Notes.
See Element C.9 above for information on interest.
Final Redemption
Unless previously redeemed or purchased and cancelled, each Note
will be redeemed by the Issuer on the Maturity Date at par.
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
above.
C.20 Underlying
Reference
The Underlying Reference specified in Element C.9 above. Information
on the Underlying Reference can be obtained from Screen Page
Reuters "ISDAFIX2" page.

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
the occurrence of an additional disruption event or optional additional
disruption event may lead to an adjustment to the Notes, or early
redemption or may result in the amount payable on scheduled
redemption being different from the amount expected to be paid at
scheduled redemption and consequently the occurrence of an
additional disruption event and/or optional additional disruption event
may have an adverse effect on the value or liquidity of the Notes;
the Notes may be redeemed in the case of illegality or impracticability
and such redemption may result in an investor not realising a return on
an investment in the Notes;
any judicial decision or change to an administrative practice or change
to English law or French law, as applicable, after the date of the Base
Prospectus could materially adversely impact the value of any Notes
affected by it;
at the commencement of the offer period, the issue price will not be
known
but
the
Final
Terms
will
specify
an
indicative
range.
Prospective investors are required to make their decision to purchase
the Notes on the basis of that indicative range prior to the actual issue
price which will apply to the Notes being notified to them. Notice of the
actual rate, level or percentage, as applicable, will be published in the
same manner as the publication of the Final Terms;
Secondary Market Risks
an active secondary market may never be established or may be
illiquid and that this may adversely affect the value at which an
investor may sell its Notes (investors may suffer a partial or total loss
of the amount of their investment);
the trading market for Notes may be volatile and may be adversely
impacted by many events;
Risks Relating to Underlying Reference Asset(s)
In addition, there are specific risks in relation to Notes which are linked
to an Underlying Reference and an investment in such Notes will entail
significant risks not associated with an investment in a conventional
debt security. Risk factors in relation to Underlying Reference linked
Notes include:
exposure to an underlying interest.
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.
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 on or
about 11 May 2018.
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.