FINAL TERMS DATED 31 MARCH 2015 BNP

Transcription

1 FINAL TERMS DATED 31 MARCH 2015 BNP Paribas Fortis Funding (incorporated in Luxembourg) (as Issuer) BNP Paribas Fortis SA/NV (incorporated in Belgium) (as Guarantor) (Note, Warrant and Certificate Programme) Issue of minimum EUR 1,000,000 and maximum EUR 50,000,000 Index Linked Redemption Amount Notes due 14 May 2018 ( Commercial name: BNP Paribas Fortis Funding Runner Note 2018) BNP Paribas Fortis SA/NV (as Manager) Any person making or intending to make an offer of the Notes may only do so in those Non-exempt Offer Jurisdictions mentioned in Paragraph 74 of Part A below, provided such person is a Manager or an 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. None of the Issuer, the Guarantor or any Manager 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.

2 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 Notes" and Annex 1 Additional Terms and Conditions for Payouts, Annex 2 Additional Terms and Conditions for Index Securities in the Base Prospectus dated 5 June 2014 which received visa n from the Autorité des marchés financiers ("AMF") on 5 June 2014 and any Supplement(s) thereto approved and published on or before the date of these Final Terms ( copies of which are available as described below), 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, the Guarantor and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus and these Final Terms (in each case, together with any documents incorporated therein by reference) are available for viewing at, and copies may be obtained from, BNP Paribas Securities Services, Luxembourg Branch (in its capacity as Principal Paying Agent), 33, rue de Gasperich, Howald - Hesperange, L-2085 Luxembourg and (save in respect of the Final Terms) on the Issuer's website ( The Base Prospectus and these Final Terms will also be available on the AMF website A copy of these Final Terms and the Base Prospectus will be sent free of charge by the Issuer to any investor requesting such documents. A summary of the Securities (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. (i) Issuer: BNP Paribas Fortis Funding (ii) Guarantor: BNP Paribas Fortis SA/NV 2. Trade Date: 3 March (i) Series Number: N070 (i) Tranche Number: 1 4. Specified Currency: Euros ( EUR ) 5. Aggregate Nominal Amount: (i) Series: Minimum EUR 1,000,000 and maximum EUR 50,000,000 (ii) Tranche: Minimum EUR 1,000,000 and maximum EUR 50,000, Issue Price of Tranche: per cent. of the Aggregate Nominal Amount 7. Minimum Trading Size: EUR 1, (i) Specified Denominations: EUR 1,000 (i) Calculation Amount (Applicable to Notes in definitive form): EUR 1, (i) Issue Date: 13 May 2015 (ii) Interest Commencement Date (if Not Applicable ICM:

3 different from the Issue Date): 10. Maturity Date: 14 May 2018 or if that is not a Business Day the immediately succeeding Business Day. 11. Form of Notes: Bearer 12. Interest Basis: Non-interest bearing 13. Coupon Switch: 14. Redemption/Payment Basis: Index Linked Redemption 15. Put/Call Options: 16. Exchange Rate: 17. Strike Date: The Strike Dates are: 7 April 2015, 20 April 2015 and 4 May 2015 or if each of such dates is not a Business Day, subject to adjustment to the immediately succeeding Business Day at the level of the Underlying in case a Strike Date is not a Business Day for the fixing of the Underlying, in accordance with the Following Business Day Convention for which the relevant Business Day is an Exchange Business Day. 18. Strike Price: See Underlying Reference Strike Price in item 46 below 19. Averaging: Averaging does apply to the Securities. 20. Observation Dates: 21. Observation Period: 22. Additional Disruption Events: Applicable 23. Optional Additional Disruption Events: 24. Knock-in Event: Applicable (i) SPS Knock-in Valuation: Applicable If the Knock-In Value is less than the Knock-In Level on the Knock-In Determination Day Knock-in Value means the Underlying Reference Value 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 ICM:

4 Reference Strike Price. Underlying Reference Closing Price Value means, in respect of a SPS Valuation Date, the Closing Level in respect of such day. SPS Valuation Date means the Knock-in Determination Day. Where Strike Price Average Value: Applicable Underlying Reference means EURO STOXX 50 (Bloomberg SX5E Index); Underlying Reference Strike Price means the arithmetic average of the Underlying Reference Closing Price Values for such Underlying Reference for all the Strike Days in the Strike Period In respect of the Strike Date : Underlying Reference Closing Price Value means in respect of a SPS Valuation Date, the Closing Level in respect of such day; Where: (ii) Level: Official close (iii) Knock-in Level/Knock-in Range Level: 100 per cent (iv) Knock-in Period Beginning Date: SPS Valuation Date means the Strike Date Strike Date: Strike Days being 7 April 2015, 20 April 2015 and 4 May Strike Period: from 7 April 2015 to 4 May 2015 (v) Knock-in Period Beginning Date Day Convention: (vi) Knock-in Determination Period: (vii) Knock-in Determination Day(s): The Redemption Valuation Date that is equal to the SPS Redemption Valuation Date (viii) Knock-in Period Ending Date: (ix) Knock-in Period Ending Date Day Convention: ICM:

5 (x) Knock-in Valuation Time: Valuation Time (xi) Knock-in Observation Price Source: (xii) Disruption Consequences: Applicable 25. Knock-out Event: 26. Tax Gross-up: Condition 6.4 (No Gross-up) applicable 27. Method of distribution: Non-syndicated PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 28. Interest: 29. Fixed Rate Provisions: 30. Floating Rate Provisions: 31. Screen Rate Determination: 32. ISDA Determination: 33. FBF Determination: 34. Zero Coupon Provisions: 35. Index Linked Interest Provisions: 36. Share Linked Interest Provisions 37. Inflation Linked Interest Provisions: 38. Commodity Linked Interest Provisions: 39. Fund Linked Interest Provisions: 40. ETI Linked Interest Provisions: 41. Foreign Exchange (FX) Rate Linked Interest Provisions: 42. Underlying Interest Rate Linked Interest Provisions: 43. Debt Securities: 44. Additional Business Centre(s) (Condition 3.13): PROVISIONS RELATING TO REDEMPTION 45. Final Redemption Amount: Final Payout 46. Final Payout: Applicable ICM:

6 SPS Payouts Indexation Products Calculation Amount multiplied by: Certi Plus: Generic Knock-in Securities A) if no Knock-in Event has occurred: Constant Percentage 1 + Gearing Up x Option Up; B) if a Knock-in Event has occurred: Constant Percentage 2 + Gearing Down x Option Down Constant Percentage 1: 100% Gearing Up: 150% Option Up: Up Call Up Call: Max(Up Final Redemption Value - Up Strike Percentage;0) Up Strike Percentage: 100% Up Final Redemption Value: Underlying Reference Value Where 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: means, in respect of a SPS Valuation Date, the Closing Level in respect of such day. Underlying Reference Strike Price: means the arithmetic average of the Underlying Reference Closing Price Values for such Underlying Reference for all the Strike Days in the Strike Period Where: SPS Valuation Date means the SPS Redemption Valuation Date. SPS Redemption Valuation Date: 30 April 2018 Strike Date: Strike Days being 7 April 2015, 20 April 2015 and 4 May Strike Period: from 7 April 2015 to 4 May 2015 Strike Price Average Value: Applicable Underlying Reference: EURO STOXX 50 (Bloomberg: SX5E Index) ICM:

7 Constant Percentage 2: 100% Gearing Down: -100% Option Down: Down Put Down Put: Max (Down Strike Percentage - Down Final Redemption Value; 0) Down Strike Percentage: 100% Down Final Redemption Value: Underlying Reference Value. Where 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. Underlying Reference Strike Price: means the arithmetic average of the Underlying Reference Closing Price Values for such Underlying Reference for all the Strike Days in the Strike Period 47. Automatic Early Redemption: 48. Issuer Call Option: 49. Noteholder Put Option: 50. Aggregation: 51. Index Linked Redemption Amount: Applicable Where SPS Valuation Date means the SPS Redemption Valuation Date. SPS Redemption Valuation Date means 30 April 2018 Underlying Reference: EURO STOXX 50 (Bloomberg: SX5E Index) Strike Date: Strike Days being 7 April 2015, 20 April 2015 and 4 May 2015 Strike Period: from 7 April 2015 to 4 May 2015 Strike Price Average Value: Applicable (i) Index/Basket of Indices: EUROSTOXX 50 (Bloomberg: SX5E Index) Composite ICM:

8 (ii) Index Currency: EUR (iii) Screen Page: (iv) Redemption Valuation Date: 30 April 2018 (v) Exchange Business Day: Single Index Basis (vi) Scheduled Trading Day: Single Index Basis (vii) Exchange(s) and Index Sponsor: (A) the relevant Exchanges are the main exchanges on which the shares comprised in the relevant Index are traded, as determined by the Sponsor ; and (B) the relevant Index Sponsor is STOXX Limited (viii) Related Exchange: All Exchanges (ix) Settlement Price: Official closing level (x) Weighting: (xi) Valuation Time: Scheduled Closing Time (xii) Index Correction Period: As per Conditions (xiii) Specified Maximum Days of Disruption: Specified Maximum Days of Disruption will be equal to eight (xiv) Delayed Redemption on the Occurrence of Index Adjustment Event: (xv) Additional provisions applicable to Custom Indices: (xvi) Additional provisions applicable to Futures Price Valuation: 52. Share Linked Redemption Amount: 53. Inflation Linked Redemption Amount: 54. Commodity Linked Redemption Amount: 55. Fund Linked Redemption Amount: 56. Credit Linked Notes: 57. ETI Linked Redemption Amount: 58. Foreign Exchange (FX) Rate Linked Redemption Amount: 59. Underlying Interest Rate Linked Redemption ICM:

9 Amount: 60. Debt Securities: 61. Early Redemption Amount: Market Value less Costs 62. Provisions applicable to Physical Delivery: 63. Hybrid Securities: 64. 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: GENERAL PROVISIONS APPLICABLE TO THE NOTES 65. Form of Notes: Bearer Notes: New Global Note: Yes Temporary Bearer Global Note exchangeable for a Permanent Bearer Global Note which is exchangeable for definitive Bearer Notes. 66. Financial Centre(s) or other special provisions relating to Payment Days for the purposes of Condition 4(a): 67. Talons for future Coupons or Receipts to be attached to definitive Notes (and dates on which such Talons mature): 68. Details relating to Notes redeemable in instalments: amount of each instalment, date on which each payment is to be made: 69. Redenomination, renominalisation and reconventioning provisions: No 70. Calculation Agent: BNP Paribas Fortis SA/NV 71. Form of Notes: Bearer Notes New Global Note: Yes Temporary Bearer Global Note exchangeable for a Permanent Bearer Global Note which is exchangeable for definitive Bearer Notes. 72. Financial Centre(s) or other special provisions relating to Payment Days for the purposes of ICM:

10 Condition 4(a): 73. Talons for future Coupons or Receipts to be attached to definitive Notes (and dates on which such Talons mature): 74. Details relating to Notes redeemable in instalments: amount of each instalment, date on which each payment is to be made: 75. Redenomination, renominalisation and reconventioning provisions: No 76. Calculation Agent: BNP Paribas Fortis SA/NV DISTRIBUTION 77. (i) If syndicated, names and addresses of Managers and underwriting commitments (specifying Lead Manager): (i) Date of Subscription Agreement: (ii) Stabilisation Manager (if any): 78. Total commission and concession: Commissions borne by the investor: 1. Placement commission of 1.25% borne by the investor who is not a Qualified Investor (as defined under item 9 of Part B), not recurring, included in the Issue Price and thus payable in advance by the investor (private individual) to the Issuer who will retrocede this commission to BNP Paribas Fortis (in its capacity as distributor) on the Issue Date. 79. U.S. Selling Restrictions: TEFRA D 80. Non-exempt Offer: Applicable 2. Other commissions perceived by BNP Paribas Fortis, included in the value of the structured Note and in the Issue Price: This is a recurrent commission of maximum 1.00% per annum, for the distribution and promotion of the Notes. (i) Non-exempt Offer Jurisdictions: An offer of the Notes may be made by the Managers (the Initial Authorised Offerors) together with any financial intermediaries granted General Consent, being persons to whom the Issuer has given consent, the Authorised Offerors) other than pursuant to Article 3(2) of the Prospectus Directive in Belgium ICM:

11 (ii) Offer Period: See item 80 (i) above (the Public Offer Jurisdictions) during the period from 1 April 2015 at 9.00 a.m. to (and including) 30 April 2015 at 4.00 p.m. (Brussels time) (the Offer Period). See further Paragraph 9 of Part B below. (iii) Financial intermediaries granted specific consent to use the Base Prospectus in accordance with the Conditions in it: (iv) General Consent: Applicable (v) Other Authorised Offeror Terms: Each Authorised Offeror shall inform the Issuer and the Guarantor of its acceptance to use the Base Prospectus under the terms and conditions described in such Base Prospectus (as completed by these Final Terms) by notifying the Issuer and the Guarantor by sending an to info@bp2f.lu and docsecurities.mbc@bnpparibasfortis.com as soon as practicable and at the latest within 5 calendar days from the publication date of the statement required under paragraph b(ii) of the section entitled Consent on page 7 of the Base Prospectus. RESPONSIBILITY The Issuer accepts responsibility for the information contained in these Final Terms. Signed on behalf of the Issuer: By: Duly authorised ICM:

12 PART B OTHER INFORMATION 1. Listing and Admission to trading (i) Listing and admission to trading: The Notes are unlisted (ii) Estimate of total expenses related to admission to trading: 2. Ratings The Notes have not been rated. 3. Interests of Natural and Legal Persons Involved in the Offer Save as discussed in the "Potential Conflicts of Interest" paragraph in the "Risk Factors" in the Base Prospectus, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer." 4. Reasons for the Offer, Estimated Net Proceeds and Total Expenses (i) Reasons for the offer See "Use of Proceeds" wording in Base Prospectus (ii) Estimated net proceeds: 100% of the Principal Amount of Tranche (iii) Estimated total expenses: 5. Fixed Rate Notes only Yield 6. Floating Rate Notes only Historic Interest Rates: 7. Performance of Index/ Share/ Commodity/ Inflation/ Foreign Exchange Rate/ Fund/ Reference Entity/ Entities/ ETI Interest/ Formula and Other Information concerning the Underlying Reference The Notes have a maturity of 3 years. The Redemption Amount of these Index Linked Notes issued by BNP Paribas Fortis Funding for an amount of minimum EUR 1,000,000 and maximum EUR 50,000,000 is linked to the evolution of the EURO STOXX 50 Index. This implies that the redemption can be lower or higher than the Calculation Amount being EUR 1,000. Details of historic of EURO STOXX 50 Index can be obtained from The Issuer does not intend to provide post-issuance information (including information about corporate actions or other events affecting the underlying and adjustments or substitutions to the underlying resulting therefrom), except if required by any applicable laws and regulations. 8. OPERATIONAL INFORMATION (i) ISIN: XS (ii) Common Code: (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): ICM:

13 (iv) Delivery: Delivery against payment (v) Additional Paying Agent(s) (if any): (vi) CMU Instrument No.: (vii) CMU Lodging Agent: (viii) CMU Paying Agent: (ix) Intended to be held in a manner which would allow Eurosystem eligibility 1 : No 9. Public Offers Offer Price: The Issuer has offered the Notes to the Managers at the initial issue price of % less a total commission of 1.25% that will be borne by the investors who are not Qualified Investors. Qualified Investors shall mean investors who are professional client (client professionnel/professionele cliënt) or eligible counterparty (contrepartie éligible/in aanmerking komende tegenpartij) as defined in the Belgian Prospectus Law of 16 June 2006 (as amended from time to time). The Qualified Investors may bear a lower commission depending on (i) the evolution of the credit quality of the Issuer (credit spread), (ii) the evolution of interest rates, (iii) the success (or lack of success) of the placement of the Notes, and (iv) the amount of Notes purchased by an investor, each as determined by the Authorized Offerors in their sole discretion. Conditions to which the offer is subject: The Offer of the Notes is conditional on its issue. In particular the offer of the Notes may be cancelled if the minimum amount is not placed or if market conditions are likely, in the opinion of the Issuer, to prejudice the success of the offering and distribution of Notes or the dealing of the Notes in the secondary market or for any other reason as decided by the Issuer. Description of the application process: Details of the minimum and/or maximum amount of application: An offer to the public will be made in Belgium from (and including) 1 April 2015 at 9.00 a.m. to (and including) 30 April 2015 at 4.00 p.m. (Brussels time) subject to any early closing of the Offer Period. Total amount of the offer: Minimum EUR 1,000,000 and maximum EUR 50,000,000 based on the need of the Issuer and on the demand from the investors. 1 See Part A - 65 "Form of Notes - New Global Note" ICM:

14 Minimum subscription amount per investor: EUR 1,000 Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants: In the case of early termination of the Offer Period due to an oversubscription of the Notes, a proportional reduction of the subscriptions received by the Authorised Offerors will be applied. Any payment made in connection with the subscription of Notes not alloted will be redeemed within 7 Brussels Business Days (i.e., days on which banks are open for general business in Brussels) after the date of payment and the holders thereof shall not be entitled to any interest in respect of such payments. By subscribing to or otherwise acquiring the Notes, the holders of the Notes are deemed to have knowledge of all the Terms and Conditions of the Notes and to accept the said Terms and Conditions. Details of the method and time limits for paying up and delivering the Notes: Manner and date in which results of the offers are to be made public: Procedure for exercise of any right of preemption, negotiability of subscription rights and treatment of subscription rights not exercised: Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made: 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 Offeror of their allocations of Notes and the settlement arrangements in respect thereof. The results of the offer of the Notes will be published as soon as possible on the website The Noteholders will be directly notified of the number of Notes which has been allotted to them as soon as possible after the Issue Date (See also above the manner and date in which results of the offer are to be made public). 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 subscriber or purchaser: A. Commissions (i) A commission of 1.25% included in the Issue Price will be borne by the non-qualified investors. (ii) The subscribers who are Qualified Investors may bear (if any) a commission equal or below 1.25% included in the Offer Price (see Offer Price item 9 of the Part B). B. Legal, administrative and other costs relating to the issue of the Notes and amounting to minimum EUR 0 (these costs, if any, are included in the pricing of the Notes); C. Costs for the subscribers relating to holding of the Notes on a ICM:

15 securities account: free of charge at BNP Paribas Fortis SA/NV D. Financial service: free of charge at BNP Paribas Fortis SA/NV ICM:

16 ISSUE SPECIFIC SUMMARY SERIES N070 XS 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 Securities, and Issuer and Guarantor. 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 Securities, and Issuer and Guarantor(s), 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. Section A - Introduction and warnings Element 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 B.V., BNPP, BP2F, BNPPF and BGL dated 5 June 2014 as supplemented from time to time. In the first paragraph of Element D.3, "Base Prospectus" means the Base Prospectus of BNPP B.V., BNPP, BP2F, BNPPF and BGL dated 5 June Any decision to invest in any Securities 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 or the Guarantor 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, following the implementation of the relevant provisions of Directive 2010/73/EU in the relevant Member State, 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 Securities. A.2 Consent as to use the Consent: Subject to the conditions set out below, the Issuer consents to the use ICM:

17 Base Prospectus, period of validity and other conditions attached of the Base Prospectus in connection with a Non-exempt Offer of Securities by the Managers 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 publishes on its website the following statement (with the information in square brackets being completed with the relevant information): "We, [insert legal name of financial intermediary], refer to the offer of Index Linked Redemption Amount Notes due 14 May 2018 (commercial name: BP2F Runner Note 2018) (the "Securities") described in the Final Terms dated 31 March 2015 (the "Final Terms) published by BNP Paribas Fortis Funding SA (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 Securities in Belgium 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 Securities during the period from 1 April 2015 until 30 April 2015 (the "Offer Period"). Conditions to consent: The conditions to the Issuer's consent (in addition to the conditions referred to above) are that such consent (a) is only valid during the Offer Period; and (b) only extends to the use of the Base Prospectus to make Non-exempt Offers of the relevant Tranche of Securities in Belgium; and (c) is only valid if the relevant Authorised Offeror has informed the Issuer and the Guarantor of its acceptance to use the Base Prospectus under the terms and conditions described in such Base Prospectus (as completed by these Final Terms) by notifying the Issuer and the Guarantor by sending an to info@bp2f.lu and docsecurities.mbc@bnpparibasfortis.com as soon as practicable and at the latest within 5 calendar days from the publication date of the statement required as mentioned above under the paragraph Consent. AN INVESTOR INTENDING TO PURCHASE OR PURCHASING ANY SECURITIES IN A NON-EXEMPT OFFER FROM AN AUTHORISED OFFEROR WILL DO SO, AND OFFERS AND SALES OF SUCH SECURITIES 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 ICM:

18 Section B - Issuer and Guarantor Element B.1 Legal and commercial name of the Issuer B.2 Domicile/ legal form/ legislation/ country of incorporation BNP Paribas Fortis Funding ("BP2F" or the "Issuer"). The Issuer was incorporated as a société anonyme under the laws of the Grand Duchy of Luxembourg having its registered office at rue Eugène Ruppert 19, L-2453 Luxembourg, Grand Duchy of Luxembourg. B.4b Trend information Macro-economic environment Market and macroeconomic conditions affect BP2F's results. The nature of BP2F's business makes it particularly sensitive to market and macroeconomic conditions in Europe, which have been difficult and volatile in recent years. In 2013, the global economy began to move towards equilibrium, with several emerging countries slowing down and a slight recovery in the developed countries. In 2013, global economic conditions remained generally stable as compared to IMF and OECD economic forecasts 2 for 2014 generally indicate a renewal of moderate growth in developed economies albeit less strong and uniform in the Euro-Zone. Their analysts consider that uncertainties remain regarding the strength of the recovery, particularly in light of the U. S. Federal Reserve s announcement in December 2013 that it would gradually reduce ( taper ) its stimulus program, and in the Euro-zone, where a risk of deflation exists. Within the Euro-zone, sovereign credit spreads continued to decrease in 2013 following the decrease recorded in 2012 from the previous historically high levels. The financial condition of certain sovereigns has markedly improved but there remains uncertainty as to the solvency of some others. B.5 Description of the Group B.9 Profit forecast or estimate BNP Paribas Fortis Funding is a subsidiary of BNP Paribas Fortis SA/NV and acts as a financing vehicle for BNP Paribas Fortis SA/NV and the companies controlled by BNP Paribas Fortis SA/NV. BNP Paribas Fortis SA/NV is in turn a subsidiary of BNP Paribas which is the ultimate holding company of a group of companies and manages financial operations for those subsidiary companies (together the "BNPP Group"). The Group's business development plan confirms the universal bank business model centred on its three pillars: Retail Banking, CIB and Investment Solutions. The goal of the business development plan is to support clients in a changing environment. It targets a return on equity of at least 10% by The Group has defined the five following strategic priorities for 2016: 2 See in particular: IMF World Economic Outlook Update January 2014 and G20 Note on Global Prospects and Policy Challenges February 2014, OECD The Global Economic Outlook November ICM:

19 enhance client focus and services simple: simplify our organisation and how we operate efficient: continue improving operating efficiency adapt certain businesses to their economic and regulatory environment implement business development initiatives B.10 Audit report qualifications, 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: 31/12/ /12/2012 EUR EUR Selected items of the Balance Sheet Assets Fixed assets (loans to affiliated undertakings) 5,167,738,500 6,763,911,498 Current assets (Amounts owed by affiliated undertakings becoming due and payable after less than 1 year 235,086, ,735,013 Total assets 5,501,021,541 7,853,435,205 Liabilities Capital and reserves 7,046,710 7,136,902 Subordinated creditors 1,656,721,743 1,811,125,851 Non-subordinated debts Non-convertible loans - becoming due and payable within 1 year - becoming due and payable after more than 1 year Charges & Income: selected items 201,683,146 3,326,487,586 2,043,358,203 3,040,052,136 Income from financial fixed assets derived from affiliated undertakings 129,660, ,102,344 Total income 388,490, ,793, ICM:

20 Interest payable and similar charges 335,364, ,638,574 Profit for the financial year 1,109,807 1,583,350 Comparative Interim Financial Data: Selected items of the Balance Sheet Assets 30/06/2014 In EUR 31/12/2013 In EUR Fixed assets (loans to affiliated undertakings) Current assets (Amounts owed by affiliated undertakings becoming due and payable after less than 1 year) Total assets 5,346,209,599 5,167,738, ,019, ,086,058 5,732,948,234 5,501,021,541 Liabilities Capital and reserves Subordinated creditors Non-subordinated debts 6,154,665 7,046,710 1,639,378,591 1,656,721,743 Non-convertible loans - becoming due and payable within 1 year - becoming due and payable after more than 1 year 361,518, ,683,146 3,363,090,700 3,326,487,586 30/06/ /06/2013 Charges & Income: selected items In EUR In EUR Income from financial fixed assets derived from affiliated undertakings 65,113,968 65,133,879 Total income Interest payable and similar charges Profit for the financial period Statements of no significant or material adverse change 139,935, ,385, ,987, ,850, , ,998 There has been no significant change in the financial or trading position of the BNPP Group since 30 June 2014 (being the end of the last financial period for which interim financial statements have been published). There has been no material adverse change in the prospects of the BNPP Group since 31 December 2013 (being the end of the last financial period for which audited financial statements have been published) ICM:

21 Paris, 30 June 2014 BNP Paribas announces a comprehensive settlement regarding the review of certain USD transactions by US authorities BNP Paribas today announced a comprehensive settlement of the pending investigation relating to US dollar transactions involving parties subject to US sanctions, including agreements with the U.S. Department of Justice, U.S. Attorney s Office for the Southern District of New York, the New York County District Attorney s Office, the Board of Governors of the U.S. Federal Reserve System (FED), the New York State Department of Financial Services (DFS), and the US Department of the Treasury s Office of Foreign Assets Control (OFAC). The settlement includes guilty pleas entered into by BNP Paribas SA in relation to violations of certain US laws and regulations regarding economic sanctions against certain countries and related recordkeeping. BNP Paribas also agrees to pay a total of USD 8.97 billion (Euros 6.6 billion). Beyond what has already been provisioned, this will result in an exceptional charge of Euros 5.8 billion to be booked in the second quarter of BNP Paribas also accepts a temporary suspension of one year starting 1st January 2015 of the USD direct clearing focused mainly on the Oil & Gas Energy & Commodity Finance business line in certain locations. BNP Paribas has worked with the US authorities to resolve these issues and the resolution of these matters was coordinated by its home regulator (Autorité de Contrôle Prudentiel et de Résolution - ACPR) with its lead regulators. BNP Paribas will maintain its licenses as part of the settlements, and expects no impact on its operational or business capabilities to serve the vast majority of its clients. During 2015, the activities of the perimeter concerned will clear US dollars through a third party bank instead of clearing through BNP Paribas New York and all necessary measures are being taken to ensure smooth transition and no material impact for the clients concerned. BNP Paribas notes that part of the Group s USD clearing is already done today through third party banks. Based on its estimates, BNP Paribas expects its fully loaded Basel III CET1 ratio as at 30 June 2014 to be at around 10%, consistent with the Group s targets announced within its business development plan. This estimate takes into account in particular solid underlying second quarter net results and pro rata temporis the current intention of the bank to adapt its dividend for 2014 to a level equal to that of 2013 (1.50 euros per share). In advance of the settlement, the bank designed new robust compliance and control procedures. Many of these are already in force and are working effectively, and involve important changes to the Group s procedures. Specifically: a new department called Group Financial Security US, part of the Group Compliance function, will be headquartered in New York and will ensure that BNP Paribas complies globally with US regulation related to international sanctions and embargoes. all USD flows for the entire BNP Paribas Group will be ultimately processed and controlled via the branch in New York. As a result of BNP Paribas internal review, a number of managers and employees from relevant Jean- Laurent Bonnafe, CEO of BNP Paribas, said: We deeply regret the past misconduct that led to this settlement. The failures that have come to light in the course of this investigation run contrary to the principles on which BNP Paribas has always sought to operate. We have announced today a comprehensive plan to strengthen our internal controls and processes, in ongoing close coordination with the US authorities and our home regulator to ensure that we do not fall below the high standards of responsible conduct we expect from everyone associated with BNP Paribas. Having this matter resolved is an important step forward for us. Apart from the impact of the fine, ICM:

22 BNP Paribas will once again post solid results this quarter and we want to thank our clients, employees, shareholders and investors for their support throughout this difficult time. The Group remains focused on implementing its business development plan. We confirm our ambition to meet the targets of this plan announced in March this year. In particular, North America remains a strategic market for the Group where we plan to further develop our retail, investment solutions and corporate & investment banking franchise over the coming years. BNP Paribas is a client-centric bank and we will continue to work every single day to earn the trust and respect of all our stakeholders in service of our clients and the economy". Following the settlement, the Bank expects its banking licenses to be maintained where it operates (although this settlement could provide the basis for a regulator to rescind a license), and has received confirmations or assurances in this regard from its principal regulators. The Bank expects that the settlement will have no impact on its operational or business capabilities to serve the vast majority of its clients. There can be no assurance, however, that unanticipated collateral consequences of the settlement will not adversely affect its business. Such unanticipated collateral consequences include the possibility that clients, counter-parties and other persons or entities with whom the Bank does business may choose to limit their future business with the Bank. It also includes for some limited activities, in particular in the United States, the possibility that an authority may refuse to grant the Bank a waiver needed to pursue a specific activity, or may withdraw an authorization to conduct a specific activity. Similarly, the Bank cannot be certain that the suspension of U.S. dollar clearing in respect of certain of its business lines will not lead to a loss of business.business areas have been sanctioned, a number of whom have left the Group. There has been no significant change in the financial or trading position of BP2F since 30 june 2014 and there has been no material adverse change in the prospects of BP2F since 31 December B.13 Events impacting the Issuer's solvency B.14 Dependence upon other group entities As at 7 August 2014 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 The Issuer is dependent upon BNPP and other members of the BNPP Group. See also Element B.5 above. B.15 Principal activities The Issuer's main object is to grant loans to BNP Paribas Fortis SA/NV and its affiliates. In order to implement its main object, BP2F may issue bonds or similar securities, raise loans, with or without a guarantee and in general have recourse to any sources of finance. BP2F can carry out any operation it perceives as being necessary to the accomplishment and development of its business, whilst staying within the limits of the Luxembourg law of 10 August 1915 on commercial companies (as amended). B.16 Controlling shareholders BNP Paribas Fortis SA/NV holds per cent. of the share capital of the Issuer. B.17 Solicited credit ratings The Securities have not been rated. B.18 Description of the Guarantee The Securities will be unconditionally and irrevocably guaranteed by BNP Paribas Fortis SA/NV ("BNPPF" or the "Guarantor") pursuant to an English law deed of guarantee executed by the Guarantor on or around 5 June 2014 (the "Guarantee"). The obligations under the Guarantee constitute ICM:

23 direct, unconditional, unsubordinated and unsecured obligations of BNPPF and rank pari passu (subject to mandatorily preferred debts under applicable laws) equally and rateably with all other present and future outstanding unsecured and unsubordinated obligations of BNPPF. B.19 Information about the Guarantor See below B.19/ B.1 B.19/ B.2 Legal and commercial name of the Guarantor Domicile/ legal form/ legislation/ country of incorporation BNP Paribas Fortis SA/NV, acting under the commercial name of BNP Paribas Fortis. The Guarantor was incorporated as a public company with limited liability ("société anonyme/naamloze vennootschap") under the laws of Belgium with its registered office at 1000 Brussels, Montagne du Parc 3 and is licensed as a bank. B.19/ B.4b Trend information Macro-economic environment. Market and macroeconomic conditions affect BNPPF's results. The nature of BNPPF's business makes it particularly sensitive to market and macroeconomic conditions in Europe, which have been difficult and volatile in recent years. In 2013, the global economy began to move towards equilibrium, with several emerging countries slowing down and a slight recovery in the developed countries. In 2013, global economic conditions remained generally stable as compared to IMF and OECD economic forecasts 3 for 2014 generally indicate a renewal of moderate growth in developed economies albeit less strong and uniform in the Euro-Zone. Their analysts consider that uncertainties remain regarding the strength of the recovery, particularly in light of the U. S. Federal Reserve s announcement in December 2013 that it would gradually reduce ( taper ) its stimulus program, and in the Euro-zone, where a risk of deflation exists. Within the Euro-zone, sovereign credit spreads continued to decrease in 2013 following the decrease recorded in 2012 from the previous historically high levels. The financial condition of certain sovereigns has markedly improved but there remains uncertainty as to the solvency of some others. Laws and Regulations Applicable to Financial Institutions. 3 See in particular: IMF World Economic Outlook Update January 2014 and G20 Note on Global Prospects and Policy Challenges February 2014, OECD The Global Economic Outlook November ICM:

24 Laws and regulations applicable to financial institutions that have an impact on BNPPF have significantly evolved in the wake of the global financial crisis. The measures that have been proposed and/or adopted in recent years include more stringent capital and liquidity requirements (particularly for large global banking groups such as the BNP Paribas Group), taxes on financial transactions, restrictions and taxes on employee compensation, limits on the types of activities that commercial banks can undertake and ring-fencing or even prohibition of certain activities considered as speculative within separate subsidiaries, restrictions on certain types of financial products, increased internal control and reporting requirements, more stringent conduct of business rules, mandatory clearing and reporting of derivative transactions, requirements to mitigate risks in relation to over-thecounter derivative transactions and the creation of new and strengthened regulatory bodies. The measures that were recently adopted, or in some cases proposed and still under discussion, that have or are likely to affect BNPPF, include in particular the EU Directive and Regulation on prudential requirements CRD IV dated 26 June 2013 and many of whose provisions have been applicable since 1 January 2014; the proposals of technical regulatory and execution rules relating to the Directive and Regulation CRD IV published by the EBA; the Belgian banking Law; the public consultation for the reform of the structure of the EU banking sector of 2013 and the European Commission s proposed regulation on structural measures designed to improve the strength of EU credit institutions of 29 January 2014; the proposal for a regulation on indices used as benchmarks in financial instruments and financial contracts; the European single supervisory mechanism; the European proposal for a single resolution mechanism and the proposal for a European Directive on bank recovery and resolution; the final rule for the regulation of foreign banks imposing certain liquidity, capital and other prudential requirements adopted by the U.S. Federal Reserve; the proposal of the U.S. Federal Reserve relating to liquidity ratios of large banks; and the Volcker Rule imposing certain restrictions on investments in or sponsorship of hedge funds and private equity funds and proprietary trading activities (of U.S. banks and to some extent non-u.s. banks) that was recently adopted by the U.S. regulatory authorities. More generally, regulators and legislators in any country may, at any time, implement new or different measures that could have a significant impact on the financial system in general or BNPPF in particular. B.19/B.5 Description of the Group The Guarantor holds % of the share capital of the Issuer and is part of the BNPP Group. See Element B.5 above. B.19/B.9 Profit forecast or estimate The Group's business development plan confirms the universal bank business model. The goal of the business development plan is to support clients in a changing environment. The Group has defined the five following strategic priorities for 2016: enhance client focus and services ICM:

25 simple: simplify our organisation and how we operate efficient: continue improving operating efficiency adapt certain businesses to their economic and regulatory environment implement business development initiatives B.19/ B.10 Audit report qualifications BNPP continues to implement its development plan in a low interest rate context and has to take into account new taxes and regulations., there are no qualifications in any audit report on the historical financial information included in the Base Prospectus B.19/ B.12 Selected historical key financial information: Comparative Annual Financial Data In millions of EUR 31/12/ /12/2012 Revenues 6,515 5,881 Cost of risk (493) (374) Net Income Net Income attributable to shareholders Total Consolidated Balance Sheet 261, ,390 Shareholders' equity 18,660 18,665 Consolidated loans and receivables due from customers 160, ,781 Consolidated items due to customers 160, ,246 Tier 1 Capital 18,620 18,358 Tier 1 Ratio 14.8% 14.9% Total Capital 21,913 22,972 Total Capital Ratio 17.4% 18.5% Comparative Interim Financial Data in millions of EUR 30/06/ /06/2013 (1) Revenues 3,453 2, ICM:

26 Cost of risk Net Income Net Income attributable to shareholders Total Consolidated Balance Sheet 276, ,226 Consolidated loans and receivables due from customers 172, ,551 Shareholders' equity 19,397 18,662 Consolidated items due to customers 169, ,788 Debt securities 13,725 15,662 Subordinated debt 6,077 6,282 Tier 1 Ratio 14.2% 14.8% (1) Figures of 2013 have been restated according to IFRS 11. There has been no significant change in the financial or trading position of BNPPF 30 June 2014 and no material adverse change in the prospects of BNPPF since 31 December B.19/ B.13 Events impacting the Guarantor's solvency As at 7 August 2014 and to the best of the Guarantor s knowledge, there have not been any recent events which are to a material extent relevant to the evaluation of the Guarantor's solvency since 31 December 2013., B.19/ B.14 Dependence upon other Group entities The Guarantor is dependent upon BNPP and other members of the BNPP Group. See also Element B.5 above. B.19/ B.15 Principal activities The Guarantor's object is to carry on the business of a credit institution, including brokerage and transactions involving derivatives. It is free to carry out all businesses and operations which are directly or indirectly related to its purpose or which are of a nature that benefit the realisation thereof. BNPPF is free to hold shares and share interests within the limits set by the legal framework for banks. B.19/ B.16 Controlling shareholders BNP Paribas holds per cent. of the share capital of the Guarantor. B.19/ B.17 Solicited credit ratings BNPPF's long-term credit ratings are A+ with a negative outlook (Standard & Poor's Credit Market Services France SAS), A2 under review (Moody's France SAS) and A+ with a stable outlook (Fitch Ratings Limited) and BNPPF's short term credit ratings are A-1 (Standard & Poor's Credit Market Services France SAS), P-1 (Moody's France SAS) and F1 (Fitch Ratings Limited) ICM: