BNP Paribas Arbitrage lssuance B.V. (incorporated in The

Transcription

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This second supplement (the "6HFRQG6XSSOHPHQW") is supplemental to, and should be read in conjunction
with, the Warrant and Certificate Programme base prospectus dated 30 May 2007 (the "%DVH3URVSHFWXV")
and the first supplement to the Base Prospectus dated 11 July 2007 (the ")LUVW6XSSOHPHQW") in relation to
the programme for the issuance of Warrants and Certificates by BNP Paribas Arbitrage Issuance B.V.
("%133%9") and BNP Paribas ("%133") (the "3URJUDPPH"). Terms defined in the Base Prospectus and
the First Supplement have the same meaning when used in this Second Supplement.
Each of BNPP B.V. (in respect of itself) and BNPP (in respect of itself and BNPP B.V.) accepts
responsibility for the information contained in this Second Supplement. To the best of the knowledge of
each of BNPP B.V. and BNPP (who have taken all reasonable care to ensure that such is the case), the
information contained herein is in accordance with the facts and does not omit anything likely to affect the
import of such information.
Save as disclosed in this Second Supplement and the First Supplement, no other significant new factor,
material mistake or material inaccuracy relating to information included in the Base Prospectus has arisen or
been noted, as the case may be, since the publication of the Base Prospectus dated 30 May 2007.
This Second Supplement constitutes a Supplement within the meaning of Article 16 of Directive 2003/71/EC
and has been produced for the following purposes:
(a)
to include a revised Summary, Risk Factors, Form of Final Terms for Certificates and to amend the
Terms and Conditions of the Certificates in the Base Prospectus to provide for, LQWHU DOLD,
Certificates issued under the Programme to be admitted to trading on the "electronic securitised
derivatives market" (the "6H'H;"), organised and managed by Borsa Italiana S.p.A. ("%RUVD
,WDOLDQD") and for Certificates to be accepted by Monte Titoli S.p.A. ("0RQWH7LWROL") for clearing
and settlement;
(b)
to make certain amendments to the Terms and Conditions of the Warrants;
(c)
to amend the Italian selling restrictions in the Offering and Sale section of the Base Prospectus;
(d)
to amend the taxation section with respect to Italy;
10155-01337 ICM:5176639.9
1
(e)
to incorporate by reference the document entitled “Interim Financial Report for the 6 month period
ended June 30, 2007 - BNP Paribas Arbitrage Issuance B.V.” (the “6HPL$QQXDO5HVXOWV”);
and
(f)
to supplement the Base Prospectus with the following information:
(i)
BNP Paribas’ consolidated financial statements for the first half of 2007, as set out in Annex
1; and
(ii)
the Statutory auditor'
s review report on BNP Paribas’ first half year financial information for
2007, as set out in Annex 2.
The Issuer intends to file an application with the Italian Stock Exchange for Certificates issued under the
Programme to be admitted to trading on the SeDeX, organised and managed by Borsa Italiana.
Certificates (i) admitted to trading on the SeDeX, organised and managed by Borsa Italiana (",WDOLDQ/LVWHG
&HUWLILFDWHV") and/or (ii) accepted by Monte Titoli for clearing and settlement ("0RQWH7LWROL&HUWLILFDWHV")
have not been and will not be registered under the U.S. Securities Act of 1933. Italian Listed Certificates
and Monte Titoli Certificates may not be offered, sold or delivered within the United States of America or to,
or for the account or benefit of, U.S. persons.
In accordance with Article 13 paragraph 2 of the Luxembourg act dated 10 July 2005 on prospectuses for
securities (the “3URVSHFWXV$FW” ), investors who have agreed to purchase or subscribe for the Securities
before the Second Supplement is published have the right, exercisable within a time period of a minimum of
two working days after the publication of the Second Supplement, to withdraw their acceptances.
Copies of this Second Supplement are available on the Luxembourg Stock Exchange'
s website:
"www.bourse.lu".
10155-01337 ICM:5176639.9
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Summary............................................................................................................................................................ 4
Risk Factors ..................................................................................................................................................... 15
Amendments to the Terms and Conditions of the Certificates ........................................................................ 27
Amendments to the Terms and Conditions of the Warrants ............................................................................ 30
Form of Final Terms for Certificates ............................................................................................................... 31
Offering and Sale ............................................................................................................................................. 67
Italian Taxation ................................................................................................................................................ 68
$QQH[
1.
2.
BNP Paribas’ Consolidated Financial Statements for the First Half of 2007 ..................................... 71
Statutory Auditor'
s Review Report on BNP Paribas’ First Half Year Financial Information
2007 .................................................................................................................................................. 141
10155-01337 ICM:5176639.9
3
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The Summary in the Base Prospectus as amended by the First Supplement shall be deleted in its entirety and
replaced by the following:
SUMMARY
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6HFXULWLHVVKRXOGEHEDVHGRQDFRQVLGHUDWLRQRIWKLV%DVH3URVSHFWXVDVDZKROHLQFOXGLQJWKHGRFXPHQWV
LQFRUSRUDWHG E\ UHIHUHQFH )ROORZLQJ WKH LPSOHPHQWDWLRQ RI WKH UHOHYDQW SURYLVLRQV RI WKH 3URVSHFWXV
'LUHFWLYH LQ HDFK 0HPEHU 6WDWH RI WKH (XURSHDQ (FRQRPLF $UHD QR FLYLO OLDELOLW\ ZLOO DWWDFK WR DQ\
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RULQFRQVLVWHQWZKHQUHDGWRJHWKHUZLWKWKHRWKHUSDUWVRIWKLV%DVH3URVSHFWXV:KHUHDFODLPUHODWLQJWR
LQIRUPDWLRQFRQWDLQHGLQWKLV%DVH3URVSHFWXVLVEURXJKWEHIRUHDFRXUWLQD0HPEHU6WDWHRID(XURSHDQ
(FRQRPLF$UHD6WDWHWKHSODLQWLIIPD\XQGHUWKHQDWLRQDOOHJLVODWLRQRIWKH0HPEHU6WDWHZKHUHWKHFODLPLV
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LQLWLDWHG
:RUGVDQGH[SUHVVLRQVGHILQHGLQ5LVN)DFWRUVLQWKHDSSOLFDEOH&RQGLWLRQVDQGLQWKHDSSOLFDEOH)LQDO
7HUPVVKDOOKDYHWKHVDPHPHDQLQJVLQWKLVVXPPDU\
10155-01337 ICM:5176639.9
4
,VVXHUV
BNP Paribas Arbitrage Issuance B.V. ("%133%9")
BNP Paribas ("%133" or the "%DQN", and together with its
consolidated subsidiaries, the "*URXS")
*XDUDQWRU
'HVFULSWLRQRI%133%9
'HVFULSWLRQRI%133
BNP Paribas
BNPP B.V. is a limited company under Dutch law. Its objects
are, among other things, to:
(a)
borrow, lend out and collect monies, including but not
limited to the issue of the acquisition of debentures, debt
instruments, financial instruments such as, LQWHU DOLD,
warrants and certificates of any nature, with or without
indexation based on, inter alia, shares, baskets of shares,
stock exchange indices, currencies, commodities or
futures on commodities and to enter into related
agreements; and
(b)
engage in industrial, financial and commercial activities of
any nature, and all other things as may be deemed
incidental or conducive to the attainment of its objects.
The Group (of which BNPP is the parent company) is one of the
top global players in financial services, conducting retail,
corporate and investment banking, private banking, asset
management, insurance and specialised and other financial
activities throughout the world.
At 30 June 2007, the Group had consolidated assets of ¼663.6
billion and shareholders’ equity of ¼52.2 billion.
On 10 July 2007 Standard & Poor’s upgraded the Group’s longterm senior debt rating from "AA" (the "2OG 63 5DWLQJ") to
"AA+" (the "1HZ635DWLQJ") with a stable outlook. The Group
currently has long-term senior debt ratings of "Aa1" with stable
outlook from Moody’s and "AA" with stable outlook from Fitch
Ratings. Moody’s has also assigned the Bank a Bank Financial
Strength rating of "B" and Fitch Ratings has assigned the Bank
an individual rating of "A/B". (All references in the Base
Prospectus to the Old S&P Rating shall be read as references to
the New S&P Rating).
'HVFULSWLRQRIWKH
3URJUDPPH
5LVN)DFWRUV,VVXHUV
Warrant and Certificate Programme
There are certain factors that may affect each Issuer’s ability to
fulfil its obligations under Securities issued under the
Programme. These include the following risk factors related to
the Bank, its operations and its industry:
(a)
10155-01337 ICM:5176639.9
Eight main categories of risks are inherent in the Bank’s
activities:
5
x
x
x
x
x
x
x
x
10155-01337 ICM:5176639.9
Credit Risk;
Market and Liquidity Risk;
Asset-Liability Management Risk;
Liquidity and Refinancing Risk;
Insurance Underwriting Risk;
Operational Risk;
Compliance Risk; and
Reputation Risk
(b)
Adverse market or economic conditions may cause a
decrease in net banking income or profitability.
(c)
The Bank may incur significant losses on its trading and
investment activities due to market fluctuations and
volatility.
(d)
The Bank may generate lower revenues from brokerage
and other commission- and fee-based businesses during
market downturns.
(e)
A long term market decline can reduce liquidity in the
markets, making it harder to sell assets and possibly
leading to material losses.
(f)
Significant interest rate variations could adversely affect
the Bank’s net banking income or profitability.
(g)
A substantial increase in new provisions or a shortfall in
the level of previously recorded provisions could
adversely affect the Bank’s results of operations and
financial condition.
(h)
The Bank’s competitive position could be harmed if its
reputation is damaged.
(i)
An interruption in or a breach of the Bank’s information
systems may result in lost business and other losses.
(j)
Unforeseen events can interrupt the Bank’s operations
and cause substantial losses and additional costs.
(k)
The Bank is subject to extensive supervisory and
regulatory regimes in France, elsewhere in Europe, the
U.S., the Asia Pacific region and in the many countries
around the world in which it operates; regulatory actions
and changes in regulatory regimes could adversely affect
the Bank’s business and results.
(l)
The Bank’s risk management policies, procedures and
methods may leave it exposed to unidentified or
unanticipated risks, which could lead to material losses.
(m)
The Bank’s hedging strategies may not prevent losses.
6
(n)
The Bank may have difficulty in identifying and executing
acquisitions, which could materially harm the Bank’s
results of operations.
(o)
Intense competition, especially in the Bank’s home
market of France, where it has the largest single
concentration of businesses, could adversely affect the
Bank’s net banking income and profitability.
The following risk factors relate to BNPP B.V.: BNPP B.V. is not
an operating company. BNPP B.V.’s sole business is the raising
and borrowing of money by issuing Securities or other
obligations. BNPP B.V. has, and will have, no assets other than
fees payable to it, or other assets acquired by it, in each case in
connection with the issue of Securities or entry into other
obligations relating to the Programme from time to time. The net
proceeds from each issue of Securities issued by the Issuer will
become part of the general funds of BNPP B.V. BNPP B.V. may
use such proceeds to maintain positions in certain Hedging
Agreements. The ability of BNPP B.V. to meet its obligations
under Securities issued by it will depend on the receipt by it of
payments
under
the
relevant
Hedging
Agreements.
Consequently, BNPP B.V. is exposed to the ability of
counterparties in respect of such Hedging Agreements to perform
their obligations under such Hedging Agreements.
5LVN)DFWRUV6HFXULWLHV
There are also certain factors which are material for the purpose
of assessing the risks related to the Securities issued under the
Programme, any of which may affect the value and/or liquidity of
the relevant Securities. These include:
(a)
(b)
(c)
(d)
10155-01337 ICM:5176639.9
+LJKGHJUHHRIULVN: the Securities involve a high degree
of risk, which may include, among others, interest rate,
foreign exchange, time value and political risks.
Prospective purchasers of Securities should recognise
that their Securities may expire worthless.
6HFXULWLHV DUH 8QVHFXUHG 2EOLJDWLRQV: the Securities
are unsubordinated and unsecured obligations of the
relevant Issuer and will rank SDULSDVVX with themselves.
The obligations of BNPP under the Guarantees are
unsubordinated and unsecured obligations of BNPP and
will rank pari passu with all its other present and future
unsubordinated and unsecured obligations, subject as
may from time to time be mandatory under French law.
5LVNV ZLWK UHJDUG WR LQWHULP YDOXH RI 6HFXULWLHV: The
interim value of the Securities varies with the price level of
the relevant Underlying Reference (as defined in "5LVN
)DFWRUV" below), as well as by a number of other
interrelated factors.
&HUWDLQ&RQVLGHUDWLRQV5HJDUGLQJ+HGJLQJ: it may not
7
be possible to purchase or liquidate securities in a
portfolio at the prices used to calculate the value of any
relevant Underlying Reference.
(e)
(f)
(g)
(h)
(i)
(j)
(IIHFW RI &UHGLW 5DWLQJ 5HGXFWLRQ: a reduction in the
rating, if any, accorded to outstanding debt securities of
BNPP B.V. or BNPP by any rating agency could result in
a reduction in the trading value of the Securities.
$GGLWLRQDO 5LVN )DFWRUV $VVRFLDWHG ZLWK &XUUHQF\
6HFXULWLHV: fluctuations in exchange rates may affect the
value of Currency Securities. Purchasers of Currency
Securities risk losing their entire investment if exchange
rates of the relevant currency do not move in the
anticipated direction.
3RVVLEOH,OOLTXLGLW\RIWKH6HFXULWLHVLQWKH6HFRQGDU\
0DUNHW: a decrease in the liquidity of an issue of
Securities may cause an increase in the volatility of the
price of such issue of Securities. If an issue of Securities
becomes illiquid, an investor may have to exercise (in the
case of Warrants) or wait until redemption of such
Securities to realise value.
3RWHQWLDO &RQIOLFWV RI ,QWHUHVW: BNPP B.V., BNPP and
their affiliates may engage in activities which could
present certain conflicts of interest and could influence
the price of Securities. Additional potential conflicts of
interest may be specified in the applicable Final Terms.
0DUNHW 'LVUXSWLRQ (YHQWV: if a Market Disruption Event
or failure to open of a relevant exchange occurs or exists
on a specified date, any consequential postponement of
such date or any alternative provisions for valuation
provided in any Securities may have an adverse effect on
the value and liquidity of such Securities and may result in
the postponement of the relevant Settlement Date or
Redemption Date.
$GMXVWPHQW (YHQWV: if a relevant Index is (i) not
calculated and announced by the Index Sponsor in
respect of the Index but is calculated and announced by
an acceptable successor sponsor or successor entity, as
the case may be, or (ii) replaced by a permitted successor
index, then in each case that index will be deemed to be
the Index Price. If an Index Adjustment Event occurs,
except as may be limited in the case of U.S. Securities:
(i) the relevant Settlement Price may be calculated on a
modified basis; or
(ii) in the case of Warrants unless otherwise specified in
the applicable Final Terms in the case of
Certificates or unless Delayed Redemption on
10155-01337 ICM:5176639.9
8
Occurrence of Index Adjustment Event is specified
in the applicable Final Terms, the Securities may
be cancelled or redeemed ("terminated") and the
fair market value of the Securities shall be
payable, taking into account the Index Adjustment
Event, less the cost to the Issuer and/or its
Affiliates of unwinding any underlying hedging
arrangements; or
(iii) in the case of Certificates and if Delayed Redemption
on Occurrence of Index Adjustment Event
specified in the applicable Final Terms, the
Calculation Agent will calculate the Calculated
Amount and on the Redemption Date, the Issuer
will redeem the Certificates at the Calculated
Amount plus accured interest (calculated as
provided in the Index Certificate Conditions) or if
greater the Notional Amount of each Certificate.
(k)
(l)
3RWHQWLDO $GMXVWPHQW (YHQWV: in the case of Share
Securities, following the declaration by the Basket
Company or Share Company, as the case may be, of the
terms of any Potential Adjustment Event, a corresponding
adjustment may be made to any one or more of the terms
of the Terms and Conditions and/or the applicable Final
Terms.
2WKHU (YHQWV UHODWLQJ WR 6KDUH 6HFXULWLHV: in the case
of Share Securities, if a Merger Event, Tender Offer, DeListing, Nationalisation or Insolvency occurs in relation to
a Share:
(i) adjustments may be made to any of the Terms and
Conditions and/or the applicable Final Terms to
account for such occurrence;
the applicable Final Terms or in the case of
Certificates, unless Delayed Redemption or
Occurrence of Extraordinary Event is specified in
the applicable Final Terms, the Securities may be
cancelled or redeemed, as applicable in whole or
in part; or
on Occurrence of Extraordinary Event is specified
in the applicable Final Terms, the Calculation
Agent will calculate the Calculated Amount and on
the Redemption Date, the Issuer will redeem the
Certificates at the Calculated Amount plus
accrued interest (calculated as provided in the
Share Certificate Conditions) or if greater the
Notional Amount of each Certificate.
10155-01337 ICM:5176639.9
9
(m)
&RPPRGLW\ 6HFXULWLHV DQG 0DUNHW 'LVUXSWLRQ (YHQW:
in the case of Commodity Securities, if Disappearance of
Commodity Reference Price, material Change in Formula
or Material Change in Content occurs:
(i) the relevant Settlement Price may be calculated on a
modified basis;
the applicable Final Terms or, in the case of
Certificates, unless Delayed Redemption on
Occurrence of Market Disruption Event is
Securities may be cancelled or redeemed, as
applicable; or
on Occurrence of Market Disruption Event is
Calculation Agent will calculate the Calculated
Amount and on the Redemption Date, the Issuer
will redeem the Certificates at the Calculated
Amount plus accrued interest (calculated as
provided in the Commodity Certificate Conditions)
or if greater the Notional Account of each
Certificate.
(n)
(o)
(p)
10155-01337 ICM:5176639.9
6HWWOHPHQW 'LVUXSWLRQ (YHQWV: in the case of Physical
Delivery Securities, if a Settlement Disruption Event
occurs or exists on the Settlement Date or the
Redemption Date, as the case may be, settlement will be
postponed until the next Settlement Business Day in
respect of which there is no Settlement Disruption Event.
The relevant Issuer in these circumstances may, except
in the case of U.S. Securities, also have the right to pay
the Disruption Cash Settlement Price in lieu of delivering
the Entitlement. The Disruption Cash Settlement Price
may be less than the fair market value of the Entitlement
and may be zero.
2SWLRQWR9DU\6HWWOHPHQW: the Issuer may be entitled to
vary the settlement of the Securities, by (i) delivering or
procuring delivery of the Entitlement instead of making
payment of the Cash Settlement Amount or, as
applicable, (ii) making payment of the Cash Settlement
Amount instead of delivering or procuring delivery of the
Entitlement.
2SWLRQ WR 6XEVWLWXWH $VVHWV RU WR 3D\ WKH $OWHUQDWH
&DVK 6HWWOHPHQW $PRXQW: the Issuer may, if any
Relevant Asset comprises assets which are not freely
tradable, elect either (i) to substitute a Substitute Asset for
the Relevant Asset or (ii) not to deliver or procure the
10
delivery of the Entitlement or the Substitute Asset, but in
lieu thereof to make payment on the Settlement Date of
the Alternate Cash Settlement Amount.
(q)
(r)
(s)
&HUWLILFDWHV 6XEMHFW WR 2SWLRQDO 5HGHPSWLRQ RU
&DQFHOODWLRQ: an optional or other early termination
feature is likely to limit the market value of the
Certificates. In the case of Certificates having an optional
termination feature, prior to or during any period when the
relevant Issuer may elect to terminate such Certificates,
the market value of those Certificates generally will not
rise substantially above the price at which they can be
terminated. The Final Terms may provide that the
relevant Certificates shall be terminated early in specified
circumstances.
Following an optional or early
termination, a Holder may not be able to reinvest any
termination proceeds at an effective interest rate as high
as the interest rate on the relevant Certificates being
terminated and may only be able to do so at a
significantly lower rate.
Potential investors should
consider reinvestment risk in light of other investments
available at that time.
)RUPXOD OLQNHG ,QWHUHVW: no Interest Amount may be
payable on any Interest Payment Date: if any interest
amount is payable in respect of any Certificates, investors
may not be entitled to receive any such interest amount
on the relevant dates in certain specified circumstances
so indicated in the Final Terms.
,QWHUHVWOLQNHGWRD5HOHYDQW)DFWRU: the relevant Issuer
may issue Certificates with interest determined by
reference to any Relevant Factor and/or payable in any
currency which may be different from the currency in
which the Certificates are denominated and:
(i) the market price of such Certificates may be volatile;
(ii) payment of interest may occur at a different time or in
a different currency than expected;
(iii) a Relevant Factor may be subject to significant
fluctuations that may not correlate with changes in
interest rates, currencies or other indices;
(iv) if the exposure to a Relevant Factor is leveraged in
any respect, the effect of changes in the Relevant
Factor on interest payable will be magnified;
(v) the timing of changes in a Relevant Factor may affect
the actual yield to investors, even if the average
level is consistent with their expectations; and
(vi) interest may only be payable and/or calculated in
10155-01337 ICM:5176639.9
11
respect of certain specified days and/or periods on
or during which the Relevant Factor or its value
equals, exceeds and/or is less than certain
specified thresholds.
(t)
(u)
(v)
(w)
(x)
(y)
10155-01337 ICM:5176639.9
7LPLQJ RI 2EVHUYDWLRQ 'DWHV: amounts, formulae and
other provisions relating to Securities may be calculated
by reference to specific Observation Dates and which
may be postponed if certain events occur. The timing of
such dates may affect the value of the relevant Securities
such that the Holder may receive a lower Cash
Settlement Amount, Interest Amount or other amount than
otherwise would have been the case.
/LPLWHG ([SRVXUH WR 8QGHUO\LQJ 5HIHUHQFH: if the
exposure of the relevant Securities to one or more
Underlying References is limited or capped to a certain
level or amount, the relevant Securities will not benefit
from any upside in the value of any such Underlying
References beyond such limit or cap.
7KH )LQDO &DVK 6HWWOHPHQW $PRXQW RU 5HGHPSWLRQ
$PRXQW 0D\ %H 6LJQLILFDQWO\ /HVV WKDQ WKH 9DOXH RI
DQ ,QYHVWPHQW LQ WKH 6HFXULWLHV: each Holder may
receive a Cash Settlement Amount or Redemption
Amount and/or physical delivery of specified securities
together with cash for roundings. The aggregate value of
such specified securities and cash may be significantly
less than the value of the Holder’s investment in the
relevant Securities.
3RVWLVVXDQFH,QIRUPDWLRQ: applicable Final Terms may
specify that the relevant Issuer will not provide postissuance information in relation to the Underlying
Reference.
/LPLWDWLRQV RQ ([HUFLVH RI :DUUDQWV: the Issuer may
have the option to limit the number of Warrants
exercisable on any date (other than the final exercise
date) to the maximum number specified in the Final
Terms and to limit the number of Warrants exercisable by
any person or group of persons on such date.
0LQLPXP ([HUFLVH $PRXQW RI :DUUDQWV: Holders may
be required to tender or hold a specified number of
Warrants in order to exercise. Holders with fewer than
the specified minimum number of Warrants will either
have to sell their Warrants or purchase additional
Warrants, incurring costs in each case, to realise their
investment. Holders of such Warrants incur the risk that
there may be differences between the trading price of
such Warrants and the Cash Settlement Amount or the
Physical Settlement Value of such Warrants.
12
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6WDWXVRIWKH6HFXULWLHVDQG
10155-01337 ICM:5176639.9
7LPH/DJDIWHU([HUFLVHRI:DUUDQWV: in the case of any
exercise of Warrants, there will be a time lag between the
time a holder gives instructions to exercise and the time
the applicable Cash Settlement Amount relating to such
exercise is determined. The applicable Cash Settlement
Amount may change significantly during any such period,
and such movement could decrease the Cash Settlement
Amount of the relevant Warrants and may result in such
Cash Settlement Amount being zero.
5LVN IDFWRUV UHODWLQJ WR PDUNHW DFFHVV SURGXFWV: the
Securities are structured as a market access product
such that the Issuer’s obligations may be hedged by
means of one or more Index, Share, Fund Share or unit
or other instrument used for the purposes of hedging
obligations. Economic and other risks associated with
such instruments shall be assumed by prospective
purchases of the Securities. The Securities are not
principal protected or guaranteed, no assurances can be
given as to the liquidity of any trading market for the
Securities, and purchasers should be aware that the
probability of the occurrence of a Hedging Disruption
event and consequently loss of principal or profit, may be
higher for certain developing or emerging markets.
2WKHU $GMXVWPHQWV: the Issuer has the right to make
other adjustments to the terms of the Securities as more
fully described in the Conditions.
Securities may be issued as index Securities (",QGH[
6HFXULWLHV"), share Securities ("6KDUH 6HFXULWLHV"), GDR
Securities ("*'5 6HFXULWLHV"), debt Securities ("'HEW
6HFXULWLHV"), currency Securities ("&XUUHQF\ 6HFXULWLHV"),
commodity Securities ("&RPPRGLW\ 6HFXULWLHV"), inflation index
Securities (",QIODWLRQ,QGH[6HFXULWLHV"), fund Securities (")XQG
6HFXULWLHV"), credit Securities ("&UHGLW /LQNHG 6HFXULWLHV") or
any other or further type of warrants or certificates including as
hybrid Securities ("+\EULG 6HFXULWLHV") whereby the Underlying
Reference may be any combination of such indices, shares, debt,
currency, commodities, inflation indices, fund shares or units, the
credit of specified reference entities or other asset classes or
types.
Securities of a particular Series may be listed and admitted to
trading on the Luxembourg Stock Exchange, the Italian Stock
Exchange or on such other or additional stock exchanges as may
be specified in the applicable Final Terms and references to
listing shall be construed accordingly.
There are restrictions on the sale of Securities and the
distribution of offering material — see "2IIHULQJDQG6DOH" below.
The Securities are unsubordinated and unsecured obligations of
13
*XDUDQWHH
the Issuer and rank SDULSDVVXamong themselves.
Where the Issuer is BNPP B.V., the relevant Guarantee is an
unsubordinated and unsecured obligation of BNPP and will rank
SDUL SDVVX with all its other present and future unsubordinated
and unsecured obligations subject to such exceptions as may
from time to time be mandatory under French law.
93&:DUUDQWVDQG93&
&HUWLILFDWHV
7D[DWLRQ
Pursuant to an issuing and paying agency agreement dated 11
July 2007 between BNPP B.V. and Svensska Handelsbanken AB
(publ) (as VPC Certificate Agent), the Issuer may issue VPC
Warrants and VPC Certificates ("93& 6HFXULWLHV").
VPC
Securities will be issued in registered, uncertificated and
dematerialised book-entry form in accordance with the SFIA.
VPC Warrants may only be cash settled European Style
Warrants with automatic exercise.
Holders of Securities must pay all specified expenses relating to
the Securities.
Neither the Issuer nor the Guarantor shall be liable for or
otherwise obliged to pay any tax, duty, withholding or other
payment which may arise as a result of the ownership, transfer,
exercise or enforcement of any Security and all payments made
by the relevant Issuer or the Guarantor shall be made subject to
any such tax, duty, withholding or other payment which may be
required to be made, paid, withheld or deducted.
Investors should carefully review the Taxation section.
Investors should note that, in the near future, the Italian
Government may be authorised by the Italian Parliament to
amend the tax treatment of financial income, which may impact
upon the tax regime of the Securities.
*RYHUQLQJ/DZ
10155-01337 ICM:5176639.9
The Securities and any related Guarantee will be governed by
English or French Law as specified in the applicable Final Terms.
14
5,6.)$&7256
The Risk Factors section in the Base Prospectus shall be deleted in its entirety and replaced by the following:
RISK FACTORS
3URVSHFWLYHSXUFKDVHUVRIWKH6HFXULWLHVRIIHUHGKHUHE\VKRXOGFRQVLGHUFDUHIXOO\DPRQJRWKHUWKLQJVDQGLQ
OLJKWRIWKHLUILQDQFLDOFLUFXPVWDQFHVDQGLQYHVWPHQWREMHFWLYHVDOORIWKHLQIRUPDWLRQLQWKLV'RFXPHQWDQG
LQ SDUWLFXODU WKH ULVN IDFWRUV VHW IRUWK EHORZ ZKLFK HDFK ,VVXHU LQ LWV UHDVRQDEOH RSLQLRQ EHOLHYHV
UHSUHVHQWV RU PD\ UHSUHVHQW WKH ULVN IDFWRUV NQRZQ WR LW ZKLFK PD\ DIIHFW VXFK ,VVXHU
V DELOLW\ WR IXOILO LWV
REOLJDWLRQV XQGHU WKH 6HFXULWLHV LQ PDNLQJ DQ LQYHVWPHQW GHFLVLRQ ,QYHVWRUV PD\ ORVH WKH YDOXH RI WKHLU
HQWLUHLQYHVWPHQWLQFHUWDLQFLUFXPVWDQFHV
Terms used in this section and not otherwise defined have the meanings given to them in the relevant
Conditions.
5LVNV5HODWHGWRWKH%DQNDQGLWV2SHUDWLRQV
See the section entitled Risk Factors contained on pages 5 to 10 of the Information Statement which is
incorporated by reference in this Base Prospectus.
5,6.)$&72565(/$7,1*72%133%9
BNPP B.V. is not an operating company. BNPP B.V.’s sole business is the raising and borrowing of money
by issuing Securities or other obligations. BNPP B.V. has, and will have, no assets other than such fees (as
agreed) payable to it, or other assets acquired by it, in each case in connection with the issue of Securities or
entry into other obligations relating to the Programme from time to time. The net proceeds from each issue
of Securities issued by the Issuer will become part of the general funds of BNPP B.V. BNPP B.V. may use
such proceeds to maintain positions in options or futures contracts or other hedging instruments ("+HGJLQJ
$JUHHPHQWV"). The ability of BNPP B.V. to meet its obligations under Securities issued by it will depend on
the receipt by it of payments under the relevant Hedging Agreements. Consequently, BNPP B.V. is exposed
to the ability of counterparties in respect of such Hedging Agreements to perform their obligations under
such Hedging Agreements.
5,6.)$&72565(/$7,1*726(&85,7,(6
The Securities involve a high degree of risk, which may include, price risks associated with the Underlying
Reference (as defined below), among others, interest rate, foreign exchange, inflation, time value and
political risks. Prospective purchasers of Securities should recognise that their Securities may expire
worthless or be redeemed for no value. Purchasers should be prepared to sustain a total loss of the purchase
price of their Securities. This risk reflects the nature of a Security as an asset which, other factors held
constant, tends to decline in value over time and which may become worthless when it expires or is
redeemed. See "&HUWDLQ)DFWRUV$IIHFWLQJWKH9DOXHDQG7UDGLQJ3ULFHRI6HFXULWLHV" below. Prospective
purchasers of Securities should be experienced with respect to options and option transactions, should
understand the risks of transactions involving the relevant Securities and should reach an investment decision
only after careful consideration, with their advisers, of the suitability of such Securities in light of their
particular financial circumstances, the information set forth herein and the information regarding the relevant
Securities and the particular underlying index (or basket of indices), share (or basket of shares), debt
instrument (or basket of debt instruments), currency (or basket of currencies), commodity (or basket of
commodities), inflation index (or basket of inflation indices), fund share or unit (or basket of fund shares or
units), or other basis of reference to which the value of the relevant Securities may relate, as specified in the
applicable Final Terms (such reference being the "8QGHUO\LQJ 5HIHUHQFH"). The Issuer may also issue
Securities linked to the credit of a specified entity (or entities).
10155-01337 ICM:5176639.9
15
The risk of the loss of some or all of the purchase price of a Security upon expiration or redemption means
that, in order to recover and realise a return upon his or her investment, a purchaser of a Security must
generally be correct about the direction, timing and magnitude of an anticipated change in the value or credit
risk of the Underlying Reference which may be specified in the applicable Final Terms. Assuming all other
factors are held constant, the lower the value of a Security and the shorter the remaining term of a Warrant to
expiration or a Certificate to redemption, the greater the risk that purchasers of such Securities will lose all or
part of their investment. With respect to Certificates and European-style Warrants, the only means through
which a holder can realise value from the Warrant or Certificate, as the case may be, prior to its Exercise
Date or Redemption Date in relation to such Warrant or Certificate, as the case may be, is to sell it at its then
market price in an available secondary market. See "3RVVLEOH,OOLTXLGLW\RIWKH6HFXULWLHVLQWKH6HFRQGDU\
0DUNHW" below.
Fluctuations in the value of the relevant index or basket of indices will affect the value of Index Securities or
Inflation Index Securities. Fluctuations in the price of the relevant share or value of the basket of shares will
affect the value of Share Securities. Fluctuations in the price or yield of the relevant debt instrument or value
of the basket of debt instruments will affect the value of Debt Securities. Fluctuations in the rates of
exchange between the relevant currencies will affect the value of Currency Securities. Fluctuations in value
of the relevant inflation index or basket of inflation indices will affect the value of Inflation Securities.
Fluctuations in value of the relevant fund share or units or basket of fund shares or units will affect the value
of the Fund Securities. Fluctuations in the creditworthiness of the relevant reference entity or entities will
affect the value of the Credit Linked Securities. Also, due to the character of the particular market on which
a debt instrument is traded, the absence of last sale information and the limited availability of quotations for
such debt instrument may make it difficult for many investors to obtain timely, accurate data for the price or
yield of such debt instrument. Fluctuations in the value of the relevant commodity or basket of commodities
will affect the value of Commodity Securities. In the case of Hybrid Securities whose Underlying Reference
is any combination of such indices, shares, debt, currencies, commodities, inflation indices or any other asset
class or type, fluctuations in the value of any one or more of such Underlying References will
correspondingly affect the value of Hybrid Securities. Purchasers of Securities risk losing their entire
investment if the value of the relevant underlying basis of reference does not move in the anticipated
direction.
6HFXULWLHVDUH8QVHFXUHG2EOLJDWLRQV
The Securities are unsubordinated and unsecured obligations of the relevant Issuer and will rank pari passu
with themselves. Each issue of Securities issued by BNPP B.V. will be guaranteed by BNPP pursuant to the
English Guarantee, in the case of English Law Securities, or the French Law Guarantee, in the case of French
Law Securities. The obligations of BNPP under the Guarantees are unsubordinated and unsecured
obligations of BNPP and will rank pari passu with all its other present and future unsubordinated and
unsecured obligations, subject as may from time to time be mandatory under French law.
Each Issuer may issue several issues of Securities relating to various Underlying References. However, no
assurance can be given that the relevant Issuer will issue any Securities other than the Securities to which a
particular Final Terms relates. At any given time, the number of Securities outstanding may be substantial.
Securities provide opportunities for investment and pose risks to investors as a result of fluctuations in the
value of the underlying investment. In general, certain of the risks associated with Warrants are similar to
those generally applicable to other options or warrants of private corporate issuers. Options, warrants or
certificates on shares, debt instruments or fund shares or units are priced primarily on the basis of the value
of underlying securities whilst Currency and Commodity Securities are priced primarily on the basis of
present and expected values of the reference currency (or basket of currencies) or commodity (or basket of
commodities) specified in the applicable Final Terms.
10155-01337 ICM:5176639.9
16
&HUWDLQ)DFWRUV$IIHFWLQJWKH9DOXHDQG7UDGLQJ3ULFHRI6HFXULWLHV
Either (1) the Cash Settlement Amount (in the case of Cash Settled Securities) or (2) (i) the difference in the
value of the Entitlement and the Exercise Price (in the case of Physical Delivery Warrants) or (ii) the value
of the Entitlement (in the case of Physical Delivery Certificates) ((2)(i) or (2)(ii), as applicable, the "3K\VLFDO
6HWWOHPHQW9DOXH") at any time prior to expiration or redemption is typically expected to be less than the
trading price of such Securities at that time. The difference between the trading price and the Cash
Settlement Amount or the Physical Settlement Value, as the case may be, will reflect, among other things,
the "time value" of the Securities. The "time value" of the Securities will depend partly upon the length of
the period remaining to expiration or redemption and expectations concerning the value of the Underlying
Reference as specified in the applicable Final Terms. Securities offer hedging and investment diversification
opportunities but also pose some additional risks with regard to interim value. The interim value of the
Securities varies with the price level of the Underlying Reference as specified in the applicable Final Terms,
as well as by a number of other interrelated factors, including those specified herein.
Before exercising (in the case of Warrants) or selling Securities, holders should carefully consider, among
other things, (a) the trading price of the Securities, (b) the value and volatility of the Underlying Reference as
specified in the applicable Final Terms, (c) the time remaining to expiration or redemption, as the case may
be, (d) in the case of Cash Settled Securities, the probable range of Cash Settlement Amounts, (e) any
change(s) in interim interest rates and dividend yields if applicable, (f) any change(s) in currency exchange
rates, (g) the depth of the market or liquidity of the Underlying Reference as specified in the applicable Final
Terms and (h) any related transaction costs.
&HUWDLQ&RQVLGHUDWLRQV5HJDUGLQJ3XUFKDVLQJ6HFXULWLHVDV+HGJHV
Prospective purchasers intending to purchase Securities to hedge against the market risk associated with
investing in the Underlying Reference which may be specified in the applicable Final Terms, should
recognise the complexities of utilising Securities in this manner. For example, the value of the Securities
may not exactly correlate with the value of the Underlying Reference which may be specified in the
applicable Final Terms. Due to fluctuating supply and demand for the Securities, there is no assurance that
their value will correlate with movements of the Underlying Reference which may be specified in the
applicable Final Terms. For these reasons, among others, it may not be possible to purchase or liquidate
securities in a portfolio at the prices used to calculate the value of any relevant Underlying Reference. In
addition, in certain cases, the ability of holders to use Securities for hedging may be restricted by the
provisions of the Securities Act.
(IIHFWRI&UHGLW5DWLQJ5HGXFWLRQ
The value of the Securities is expected to be affected, in part, by investors’ general appraisal of the
creditworthiness of the relevant Issuer and, if applicable, the Guarantor. Such perceptions are generally
influenced by the ratings accorded to the outstanding securities of BNPP B.V. or BNPP by standard
statistical rating services, such as Moody’s Investors Service Limited ("0RRG\
V"), Standard & Poor’s
Ratings Services, a division of The McGraw Hill Companies, Inc. ("6WDQGDUG3RRU
V") and Fitch Ratings
Ltd. (")LWFK"). A reduction in the rating, if any, accorded to outstanding debt securities of BNPP B.V. or
BNPP by one of these rating agencies could result in a reduction in the trading value of the Securities.
&HUWDLQ$GGLWLRQDO5LVN)DFWRUV$VVRFLDWHGZLWK&XUUHQF\6HFXULWLHV
Fluctuations in exchange rates of the relevant currency (or basket of currencies) will affect the value of
Currency Securities. Furthermore, investors who intend to convert gains or losses from the exercise,
redemption or sale of Currency Securities into their home currency may be affected by fluctuations in
exchange rates between their home currency and the relevant currency (or basket of currencies). Currency
values may be affected by complex political and economic factors, including governmental action to fix or
support the value of a currency (or basket of currencies), regardless of other market forces. Purchasers of
10155-01337 ICM:5176639.9
17
Currency Securities risk losing their entire investment if exchange rates of the relevant currency (or basket of
currencies) do not move in the anticipated direction.
If additional warrants, securities or options relating to particular non-U.S. currencies or particular currency
indices are subsequently issued, the supply of warrants and options relating to such non-U.S. currencies or
currency indices, as applicable, in the market will increase, which could cause the price at which the
Securities and such other warrants, securities and options trade in the secondary market to decline
significantly.
&HUWDLQ$GGLWLRQDO5LVN)DFWRUVUHODWLQJWR&UHGLW/LQNHG6HFXULWLHV
The Issuers may issue Securities where the amount payable is dependent upon whether certain events
("&UHGLW(YHQWV") have occurred in respect of a specified entity (the "UHIHUHQFHHQWLW\") and, if so, on the
value of certain specified assets of the reference entity or where, if such events have occurred, such Issuers’
obligation is to deliver certain specified assets.
The price of such Securities may be volatile and will be affected by, amongst other things, the time
remaining to the settlement date or redemption date and the creditworthiness of the reference entity which in
turn may be affected by the economic, financial and political events in one or more jurisdictions.
Where the Securities provide for physical delivery, the Issuer may determine that the specified assets to be
delivered are assets which for any reason (including, without limitation, failure of the relevant clearance
system or due to any law, regulation, court order or market conditions or the non-receipt of any requisite
consents with respect to the delivery of assets which are loans) it is impossible or illegal to deliver on the
specified settlement date. Any such determination may delay settlement in respect of the Securities and/or
cause the obligation to deliver such specified assets to be replaced by an obligation to pay a cash amount
which, in either case, may affect the value of the Securities and, in the case of payment of a cash amount,
will affect the timing of the valuation of such Securities and as a result, the amount payable on exercise or
redemption. Prospective purchasers should review the Terms and Conditions of the Securities and the
applicable Final Terms to ascertain whether and how such provisions should apply to the Securities.
The Issuer’s obligations in respect of Credit Linked Securities are irrespective of the existence or amount of
the Issuer’s and/or any affiliates’ credit exposure to a reference entity and the Issuer and/or any affiliate need
not suffer any loss nor provide evidence of any loss as a result of the occurrence of a Credit Event.
3RVVLEOH,OOLTXLGLW\RIWKH6HFXULWLHVLQWKH6HFRQGDU\0DUNHW
It is not possible to predict the price at which Securities will trade in the secondary market or whether such
market will be liquid or illiquid. The Issuer may, but is not obliged to, list Securities on a stock exchange
(application has been made to list the Securities on the Luxembourg Stock Exchange and to admit the
Securities for trading described herein on the "%RXUVHGH/X[HPERXUJ" (the "5HJXODWHG0DUNHW") and/or the
EuroMTF Market, as the case may be, and the Issuer intends to file an application to list the Securities on the
Italian Stock Exchange and to admit the Securities for trading described herein on the "electronic securitised
derivatives market" (the "6H'H;"), organised and managed by Borsa Italiana and application may be made
to list Securities on other stock exchanges). Also, to the extent Securities of a particular issue are exercised
or redeemed, the number of Securities of such issue outstanding will decrease, resulting in a diminished
liquidity for the remaining Securities of such issue. A decrease in the liquidity of an issue of Securities may
cause, in turn, an increase in the volatility associated with the price of such issue of Securities.
Each Issuer and any Manager may, but is not obliged to, at any time purchase Securities at any price in the
open market or by tender or private offer/treaty. Any Securities so purchased may be held or resold or
surrendered for cancellation as further described herein. A Manager may, but is not obliged to, be a marketmaker for an issue of Securities. Even if a Manager is a market-maker for an issue of Securities, the
secondary market for such Securities may be limited. In addition, affiliates of each Issuer (including the
10155-01337 ICM:5176639.9
18
relevant Manager as referred to above) may purchase Securities at the time of their initial distribution and
from time to time thereafter. To the extent that an issue of Securities becomes illiquid, an investor may have
to exercise or wait until redemption of such Securities, as applicable, to realise greater value than its then
trading value.
3RWHQWLDO&RQIOLFWVRI,QWHUHVW
BNPP B.V., BNPP and their affiliates (including, if applicable, any Manager) may also engage in trading
activities (including hedging activities) related to the Underlying Reference or Reference Entity of any
Securities and other instruments or derivative products based on or related to the Underlying Reference or
Reference Entity of any Securities for their proprietary accounts or for other accounts under their
management. BNPP B.V., BNPP and their affiliates (including, if applicable, any Manager) may also issue
other derivative instruments in respect of the Underlying Reference of Securities. BNPP B.V., BNPP and
their affiliates (including, if applicable, any Manager) may also act as underwriter in connection with future
offerings of shares or other securities related to an issue of Securities or may act as financial adviser to
certain companies or companies whose shares or other securities are included in a basket or in a commercial
banking capacity for such companies. Such activities could present certain conflicts of interest, could
influence the prices of such shares or other securities and could adversely affect the value of such Securities.
Because the Calculation Agent (as defined below) may be an affiliate of the Issuers, potential conflicts of
interest may exist between the Calculation Agent and holders of the Securities, including with respect to
certain determinations and judgments that the Calculation Agent must make, including whether a Market
Disruption Event or a Settlement Disruption Event (each, as defined below) has occurred. The Calculation
Agent is obligated to carry out its duties and functions as Calculation Agent in good faith and using its
reasonable judgment.
Specific additional potential conflicts of interest, including where the entities distributing the Securities
belong to the same group as the Issuer, shall be specified in the applicable Final Terms.
0DUNHW'LVUXSWLRQ(YHQWVRUIDLOXUHWRRSHQRIDQH[FKDQJH
If an issue of Securities includes provisions dealing with the occurrence of a Market Disruption Event or
failure to open of an exchange on a Valuation Date (as defined below), an Averaging Date (as defined
below) or an Observation Date (as defined below) and the Calculation Agent determines that a Market
Disruption Event or failure to open of an exchange has occurred or exists on such Valuation Date, such
Averaging Date or such Observation Date, any consequential postponement of the Valuation Date,
Averaging Date or Observation Date or any alternative provisions for valuation provided in any Securities
may have an adverse effect on the value and liquidity of such Securities. The occurrence of such a Market
Disruption Event or failure to open of an exchange in relation to any Underlying Reference comprising a
basket may also have such an adverse effect on Securities related to such basket. In addition, any such
consequential postponement may result in the postponement of the relevant Settlement Date or Redemption
Date.
$GMXVWPHQW(YHQWVUHODWLQJWR,QGH[6HFXULWLHV
In the case of Index Securities, if a relevant Index is (a) not calculated and announced by the Index Sponsor
in respect of the Index but is calculated and announced by a successor sponsor or successor entity, as the
case may be, acceptable to the Calculation Agent, or (b) replaced by a successor index using, in the
determination of the Calculation Agent, the same or a substantially similar formula for and method of
calculation as used in the calculation of that Index, then in each case that index will be deemed to be the
Index. In addition, if an Index Modification, an Index Cancellation or an Index Disruption (each as defined
below) occurs (each being an Index Adjustment Event), then, except as may be limited in the case of
U.S. Securities,
10155-01337 ICM:5176639.9
19
(a)
the Calculation Agent shall determine if such Index Adjustment Event has a material effect on the
Securities and, if so, shall calculate the relevant Settlement Price on a modified basis as set out in the
Conditions; or
(b)
in the case of Warrants unless otherwise specified in the applicable Final Terms or in the case of
Certificates, unless Delayed Redemption on Occurrence of Index Adjustment Event is specified as
applicable in the applicable Final Terms, the Issuer may cancel or redeem, as the case may be, the
Securities. If the Securities are so cancelled or redeemed, the amount payable to each Holder in
respect of each Security or, if Units are specified in the applicable Final Terms, each Unit, as the
case may be, held by it shall be the fair market value of a Security or a Unit, as the case may be,
taking into account the Index Adjustment Event, less the cost to the Issuer and/or its Affiliates of
unwinding any underlying related hedging arrangements, all as determined by the Calculation Agent
in its sole and absolute discretion; or
(c)
in the case of Certificates and if Delayed Redemption on Occurrence of Index Adjustment Event is
specified as being applicable in the applicable Final Terms, the Calculation Agent shall calculate the
fair market value of each Certificate taking into account the Index Adjustment Event less the cost to
the Issuer and/or its Affiliates of unwinding any underlying related hedging arrangements (the
"&DOFXODWHG$GGLWLRQDO'LVUXSWLRQ$PRXQW") as soon as practicable following the occurrence of
the Index Adjustment Event (the "&DOFXODWHG $GGLWLRQDO 'LVUXSWLRQ $PRXQW 'HWHUPLQDWLRQ
'DWH") and on the Redemption Date shall redeem each Certificate at an amount calculated by the
Calculation Agent equal to (x) the Calculated Additional Disruption Amount plus interest accrued
from and including the Calculated Additional Disruption Amount Determination Date to but
excluding the Redemption Date at a rate equal to Issuer’s funding cost at such time or (y) if greater,
the Notional Amount
Any such adjustment may have an adverse effect on the value and liquidity of such Securities.
3RWHQWLDO$GMXVWPHQW(YHQWVUHODWLQJWR6KDUH6HFXULWLHV
In the case of Share Securities, except as may be limited in the case of U.S. Securities, following the
declaration by the Basket Company or Share Company, as the case may be, of the terms of any Potential
Adjustment Event, the Calculation Agent will, in its sole and absolute discretion, determine whether such
Potential Adjustment Event has a diluting or concentrative effect on the theoretical value of the Shares and,
if so, will (i) make the corresponding adjustment, if any, to any one or more of any Relevant Asset and/or the
Entitlement and/or the Exercise Price and/or the Weighting and/or any of the other terms of the Terms and
Conditions and/or the applicable Final Terms as the Calculation Agent in its sole and absolute discretion
determines appropriate to account for that diluting or concentrative effect (provided that no adjustments will
be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relative to
the relevant Share) and (ii) determine the effective date of that adjustment. Such adjustment may have an
adverse effect on the value and liquidity of the affected Share Securities.
2WKHU(YHQWVUHODWLQJWR6KDUH6HFXULWLHV
In the case of Share Securities, if a Merger Event, Tender Offer, De-Listing, Nationalisation or Insolvency
occurs in relation to a Share, the Issuer may take the action described in (i) or (ii) below (except as may be
limited in the case of U.S. Securities):
(a)
require the Calculation Agent to determine in its sole and absolute discretion the appropriate
adjustment, if any, to be made to any one or more of any Relevant Asset and/or the Entitlement
and/or the Exercise Price and/or the Weighting and/or any of the other terms of these Terms and
Conditions and/or the applicable Final Terms to account for the Merger Event, Tender Offer, DeListing, Nationalisation or Insolvency, as the case may be, and determine the effective date of that
10155-01337 ICM:5176639.9
20
adjustment, in which case such adjustment may have an adverse effect on the value and liquidity of
the affected Share Securities; or
(b)
Certificates, unless Delayed Redemption on Occurrence of Extraordinary Event is specified as
applicable in the applicable Final Terms, cancel or redeem, as the case may be, part (in the case of
Share Securities relating to a basket of Shares) or all (in any other case) of the Securities, in which
case following such cancellation, an investor generally would not be able to reinvest the redemption
proceeds at an effective interest rate as high as the interest rate on the relevant Securities being
redeemed and may only be able to do so at a significantly lower rate and potential investors should
consider reinvestment risk in light of other investments available at that time; or
(c)
in the case of Certificates and if Delayed Redemption on Occurrence of Extraordinary Event is
specified as being applicable in the applicable Final Terms, the Calculation Agent shall calculate the
fair market value of each Certificate, taking into account the Merger Event, Tender Offer, DeListing, Nationalisation or Insolvency, as the case may be, less the cost to the Issuer and/or its
Affiliates of unwinding any underlying related hedging arrangements (the "Calculated Additional
Disruption Amount") as soon as practicable following the occurrence of the relevant event (the
"&DOFXODWHG$GGLWLRQDO'LVUXSWLRQ$PRXQW'HWHUPLQDWLRQ'DWH") and on the Redemption Date
shall redeem each Certificate at an amount calculated by the Calculation Agent equal to (x) the
Calculated Additional Disruption Amount plus interest accrued from and including the Calculated
Additional Disruption Amount Determination Date to but excluding the Redemption Date at a rate
equal to Issuer’s funding cost at such time or (y) if greater, the Notional Amount.
&RPPRGLW\6HFXULWLHVDQG0DUNHW'LVUXSWLRQ(YHQW
If a Disappearance of Commodity Reference Price, or a Material Change in Formula, or a Material Change
in Content, then:
(a)
The Calculation Agent will determine if such event has a material effect on the Securities and, if so,
will calculate the relevant Interest Amount and/or Cash Settlement Amount and/or make another
relevant calculation using, in lieu of a published price for the relevant Commodity, the price for that
Commodity as at the time specified on the relevant Pricing Date as determined by the Calculation
Agent taking into consideration the latest available quotation for such Commodity and any other
information that in good faith it deems relevant; or
(b)
Certificates unless Delayed Redemption on Occurrence of Market Disruption Event is specified as
being applicable in the applicable Final Terms, on giving notice to Holders, the Issuer will redeem
all but not some only of the Certificates, each Certificate being redeemed by payment of an amount
equal to the fair market value of such Certificate, less the cost to the Issuer of unwinding any
underlying related hedging arrangements, all as determined by the Calculation Agent in its sole and
absolute discretion; or
(c)
in case of Certificates and if Delayed Redemption on Occurrence of Market Disruption Event is
specified as being applicable in the applicable Final Terms, the Calculation Agent will calculate the
fair market value of each Certificate, taking into account the Market Disruption Event, less the cost
to the Issuer and/or its Affiliates of unwinding any underlying related hedging arrangements (the
"&DOFXODWHG0DUNHW'LVUXSWLRQ$PRXQW") as soon as practicable following the occurrence of the
Market Disruption Event (the "&DOFXODWHG0DUNHW'LVUXSWLRQ$PRXQW'HWHUPLQDWLRQ'DWH") and
on the Redemption Date shall redeem each Certificate at an amount calculated by the Calculation
Agent equal to (x) the Calculated Market Disruption Amount plus interest accrued from and
including the Calculated Additional Market Amount Determination Date to but excluding the
10155-01337 ICM:5176639.9
21
Redemption Date at a rate equal to Issuer’s funding cost at such time or (y) if greater, the Notional
Amount.
$GMXVWPHQWPHWKRGVWREHDGRSWHGZKHUH6HFXULWLHVDUHOLVWHGRQWKH,WDOLDQ6WRFN([FKDQJH
Where Securities are listed on the Italian Stock Exchange, the adjustments to be performed where
extraordinary events occur regarding the Underlying Reference are required to be based on generally
accepted methods in order to neutralise the effects of the event as far as possible and where practicable
advance notice of such adjustments shall be given to Holders.
6HWWOHPHQW'LVUXSWLRQ(YHQWV
In the case of Physical Delivery Securities, if a Settlement Disruption Event occurs or exists on the
Settlement Date or the Redemption Date respectively, settlement will be postponed until the next Settlement
Business Day in respect of which there is no Settlement Disruption Event. The relevant Issuer in these
circumstances also has the right to pay the Disruption Cash Settlement Price (as defined below) in lieu of
delivering the Entitlement. As further described below, the Disruption Cash Settlement Price may be less
than the fair market value of the Entitlement.
2SWLRQWR9DU\6HWWOHPHQW
If so indicated in the Final Terms, the Issuers may, in their sole and absolute discretion, elect to vary the
settlement of the Securities, by (i) in the case of Cash Settled Securities, delivering or procuring delivery of
the Entitlement instead of making payment of the Cash Settlement Amount to the relevant Holders or (ii) in
the case of Physical Delivery Securities, making payment of the Cash Settlement Amount to the relevant
Holders instead of delivering or procuring delivery of the Entitlement.
2SWLRQWR6XEVWLWXWH$VVHWVRUWR3D\WKH$OWHUQDWH&DVK$PRXQW
The Issuer may, in its sole and absolute discretion, if the Calculation Agent determines (in its sole and
absolute discretion) that the Relevant Asset or Relevant Assets as the case may be, comprises assets which
are not freely tradable, elect either (i) to substitute a Substitute Asset or Substitute Assets, as the case may
be, for the Relevant Asset or Relevant Assets or (ii) not to deliver or procure the delivery of the Entitlement
or the Substitute Asset or Substitute Assets as the case may be, to the relevant holders, but in lieu thereof to
make payment to the relevant holders on the Settlement Date of the Alternate Cash Amount.
&HUWLILFDWHV 6XEMHFW WR 2SWLRQDO 5HGHPSWLRQ RU &DQFHOODWLRQ E\ WKH 5HOHYDQW ,VVXHU RU 2WKHU (DUO\
5HGHPSWLRQRU&DQFHOODWLRQ
An optional or other early redemption (or cancellation) feature is likely to limit the market value of the
Certificates. In the case of Certificates having an optional redemption (or cancellation) feature, during any
period when the relevant Issuer may elect to redeem (or cancel) the relevant Certificates, the market value of
those Certificates generally will not rise substantially above the price at which they can be redeemed (or
cancelled). This also may be true prior to any redemption (or cancellation) period. In addition, the Final
Terms may provide that the relevant Certificates shall be redeemed (or cancelled) early in specified
circumstances. Following an optional or early redemption (or cancellation), a Holder generally would not be
able to reinvest the redemption (or cancellation) proceeds (if any) at an effective interest rate as high as the
interest rate on the relevant Certificates being redeemed (or cancelled) and may only be able to do so at a
significantly lower rate. Potential investors should consider reinvestment risk in light of other investments
available at that time.
10155-01337 ICM:5176639.9
22
$XWRPDWLF([HUFLVHDQG5HQRXQFHPHQW1RWLFHV
Exercisable Certificates will be automatically exercised on the Exercise Date. In the case of Exercisable
Certificates which are Italian Listed Certificates and in the case of Italian Listed Warrants, prior to 10.00
a.m. (Milan time) on the Exercise Date Holders may serve a Renouncement Notice renouncing automatic
exercise of their Certificate or Warrant, as the case may be, as more fully set out in the Terms and
Conditions. The form of Renouncement Notice will be set out in the applicable Final Terms.
)RUPXOD/LQNHG,QWHUHVWQR,QWHUHVW$PRXQWPD\EHSD\DEOHRQDQ\,QWHUHVW3D\PHQW'DWH
If any Interest Amount is payable in respect of any Certificates, investors may not be entitled to receive any
such Interest Amount on the relevant dates in certain specified circumstances so indicated in the Final Terms.
,QWHUHVWOLQNHGWRD5HOHYDQW)DFWRU
The relevant Issuer may issue Certificates with interest determined by reference to an index or formula, to
changes in the prices of securities or commodities, to movements in currency exchange rates or other factors
(each, a "5HOHYDQW)DFWRU"). In addition, the relevant Issuer may issue Certificates with interest payable in
one or more currencies which may be different from the currency in which the Certificates are denominated.
Potential investors should be aware that:
(a)
the market price of such Securities may be volatile;
(b)
they may receive no interest;
(c)
payment of interest may occur at a different time or in a different currency than expected;
(d)
a Relevant Factor may be subject to significant fluctuations that may not correlate with changes in
interest rates, currencies or other indices;
(e)
if a Relevant Factor is applied to Certificates in conjunction with a weighting greater than one or
contains some other leverage factor, the effect of changes in the Relevant Factor on interest payable
will be magnified;
(f)
the timing of changes in a Relevant Factor may affect the actual yield to investors, even if the
average level is consistent with their expectations (in general, the earlier the change in the Relevant
Factor, the greater the effect on yield); and
(g)
interest may only be payable and/or calculated in respect of certain specified days and/or periods on
or during which the Relevant Factor or its value equals, exceeds and/or is less than certain specified
thresholds.
/LPLWHG([SRVXUHWR8QGHUO\LQJ5HIHUHQFH
If the applicable Final Terms provide that the exposure of the relevant Securities to one or more Underlying
References is limited or capped to a certain level or amount, the relevant Securities will not benefit from any
upside in the value of any such Underlying References beyond such limit or cap.
7KH )LQDO &DVK 6HWWOHPHQW $PRXQW RU 5HGHPSWLRQ $PRXQW 0D\ %H /HVV WKDQ WKH 9DOXH RI DQ
,QYHVWPHQWLQWKH6HFXULWLHV
Each Holder may receive a Cash Settlement Amount or Redemption Amount and/or physical delivery of the
Entitlement the aggregate value of which may be less and in certain circumstances significantly less than the
value of the Holder’s investment in the relevant Securities.
10155-01337 ICM:5176639.9
23
&HUWDLQ$GGLWLRQDO5LVN)DFWRUV5HODWLQJWR0DUNHW$FFHVV3URGXFWV
Prospective purchasers of the Securities should note that the Securities are market access products in that the
Issuer’s obligations in respect thereof may be hedged by means of the Share(s), the Index, the Shares
comprised in the Index, the Shares relating to the depositary receipts, the Debt Securities and/or any
instrument used for the purposes of hedging obligations under the Securities being held by a Qualified
Investor which is a company within the Issuer’s group. Although the prospective purchaser of the Securities
will have no proprietary interest in such Share(s), the Index, the Shares comprised in the Index, the Shares
relating to the depositary receipts, the Debt Securities and/or any instrument used for the purposes of hedging
obligations under the Securities however the economic and other risks associated with such Shares, the
Index, the Shares comprised in the Index, the Shares relating to the depositary receipts, the Debt Securities
and/or instrument shall be assumed by the prospective purchasers of Securities as set out further in the
Warrant Conditions or the Certificate Conditions.
No assurance can be given as to the liquidity of any trading market for the Securities. Prospective purchasers
of the Securities should note that the liquidity of any trading market for the Securities is directly linked to the
liquidity of any trading market for the Shares, the depositary receipts, the Debt Securities or the Index or
contracts or instruments which reference the Index.
Prospective purchasers of the Securities should also be aware that the probability of the occurrence of a
Hedging Disruption Event (or other Adjustment Event under the relevant legal terms as set out further in the
Warrant Conditions or the Certificate Conditions) and consequently loss of investment or profit by an
investor may be higher for certain developing or emerging markets such as the Islamic Republic of Pakistan,
Indonesia, Malaysia, Thailand, India, People’s Republic of China, Korea, Taiwan and the Socialist Republic
of Vietnam. Prospective purchasers are expected to conduct their own enquiries and be satisfied that there
are additional risks associated with investments linked to the performance of underlying assets located in
these markets.
3RVWLVVXDQFH,QIRUPDWLRQ
Applicable Final Terms may specify that the relevant Issuer will not provide post-issuance information in
relation to the Underlying Reference. In such an event, investors will not be entitled to obtain such
information from the relevant Issuer.
&HUWDLQ$GGLWLRQDO5LVN)DFWRUV$VVRFLDWHGZLWK:DUUDQWV
/LPLWDWLRQVRQ([HUFLVHRI:DUUDQWV
If so indicated in the Final Terms, the relevant Issuer will have the option to limit the number of Warrants
exercisable on any date (other than the final exercise date) to the maximum number specified in the Final
Terms and, in conjunction with such limitation, to limit the number of Warrants exercisable by any person or
group of persons (whether or not acting in concert) on such date. In the event that the total number of
Warrants being exercised on any date (other than the final exercise date) exceeds such maximum number and
the Issuer elects to limit the number of Warrants exercisable on such date, a holder may not be able to
exercise on such date all Warrants that such holder desires to exercise. In any such case, the number of
Warrants to be exercised on such date will be reduced until the total number of Warrants exercised on such
date no longer exceeds such maximum, such Warrants being selected at the discretion of the Issuer or in any
other manner specified in the applicable Final Terms. Unless otherwise specified in the Final Terms, the
Warrants tendered for exercise but not exercised on such date will be automatically exercised on the next
date on which Warrants may be exercised, subject to the same daily maximum limitation and delayed
exercise provisions.
10155-01337 ICM:5176639.9
24
0LQLPXP([HUFLVH$PRXQWRI:DUUDQWV
If so indicated in the Final Terms, Holders must tender or, in the case of automatic exercise, hold, a specified
number of Warrants at any one time in order to exercise. Thus, holders with fewer than the specified
minimum number of Warrants will either have to sell their Warrants or purchase additional Warrants,
incurring transaction costs in each case, in order to realise their investment. Furthermore, holders of such
Warrants incur the risk that there may be differences between the trading price of such Warrants and the
Cash Settlement Amount (in the case of Cash Settled Warrants) or the Physical Settlement Value (in the case
of Physical Delivery Warrants) of such Warrants.
7LPH/DJDIWHU([HUFLVHRI:DUUDQWV
In the case of any exercise of Warrants, there will be a time lag between the time a holder gives instructions
to exercise and the time the applicable Cash Settlement Amount (in the case of Cash Settled Warrants)
relating to such exercise is determined. Any such delay between the time of exercise and the determination
of the Cash Settlement Amount will be specified in the applicable Final Terms or the applicable Terms and
Conditions. However, such delay could be significantly longer, particularly in the case of a delay in exercise
of Warrants arising from any daily maximum exercise limitation, the occurrence of a Market Disruption
Event or failure to open of an exchange (if applicable) or following the imposition of any exchange controls
or other similar regulations affecting the ability to obtain or exchange any relevant currency (or basket of
currencies) in the case of Currency Warrants. The applicable Cash Settlement Amount may change
significantly during any such period, and such movement or movements could decrease the Cash Settlement
Amount of the relevant Warrants and may result in such Cash Settlement Amount being zero.
10155-01337 ICM:5176639.9
25
%133%96HPL$QQXDO5HVXOWV
On 24 August 2007, BNPP B.V. published its audited interim financial statements for the six month period
ended 30 June 2006, which are contained in the BNPP BV 2007 Semi-Annual Results. A copy of the BNPP
BV 2007 Semi-Annual Results has been filed with the CSSF and, by virtue of this Supplement, are
incorporated by reference in, and form part of, the Base Prospectus.
Any information not listed in the following cross-reference list but included in the BNPP BV 2007 Semi-Annual
Results is given for information purposes only:
Information Incorporated by Reference
Reference
Balance Sheet as at 30 June 2007
Page 3
Profit & Loss Account for the 6 months ended
30 June 2007
Page 4
Cash Flow Statement for the 6 months ended
30 June 2007
Page 5
Notes to the financial statements
Pages 6-14
Auditors’ Report
Pages 16 and 17
10155-01337 ICM:5176639.9
26
$0(1'0(176727+(7(506$1'&21',7,2162)7+(&(57,),&$7(6
The Terms and Conditions of the Certificates set out in the Base Prospectus as amended by the First
Supplement shall be amended as follows:
Introduction
1.1
The first paragraph of the Terms and Conditions shall be amended as follows:
(a)
by the insertion of the following after the words "Agency Agreement dated 30 May 2007":
"as supplemented by the First Supplemental Agency Agreement dated 3 October 2007";
(b)
by the insertion of the word "together" before the words "as amended and/or supplemented
from time to time, the "$JHQF\$JUHHPHQW"";
(c)
by the insertion of the following after the words "(the "'HILQLWLYH&HUWLILFDWH$JHQW")":
", BNP Paribas Securities Services, Milan Branch as Italian Certificate Agent (the ",WDOLDQ
&HUWLILFDWH$JHQW")";
(d)
by deletion of the words "If the Certificates are not VPC Certificates (as defined below), the"
in the third sentence thereof and insertion of the word "The" in its place;
(e)
by deletion of the words "If the Certificates are" in the fourth sentence thereof and insertion
of the following in its place:
"as supplemented in the case of"; and
(f)
1.2
by deletion of the words "the Certificates are issued pursuant to" in the fourth sentence
thereof and insertion of the word "by" in its place.
The fourth paragraph of the Terms and Conditions shall be amended by the insertion of "(i)" after the
words "deposited with" and insertion of the following after the words "(as defined below)":
"or (ii) in the case of Certificates to be issued and cleared through Monte Titoli S.p.A. ("0RQWH
7LWROL"), Monte Titoli"
Type, Title and Transfer
2.1
Condition 1(B) shall be amended by the insertion of the following after the words "Clearing System"
in the second line of the first paragraph thereof:
"or held by a relevant Clearing System"
2.2
Condition 1(C) shall be amended by the insertion of the following after the words "DTC and/or" in
the first line of the third paragraph thereof:
"Monte Titoli and/or".
Definitions
Condition 4 shall be amended as follows:
10155-01337 ICM:5176639.9
27
3.1
The definition of "Clearing System" shall be amended by the insertion of the following after the
words "Iberclear and/or":
"Monte Titoli and/or"; and
3.2
The following new definition shall be inserted:
",WDOLDQ/LVWHG&HUWLILFDWHV" means Exercisable Certificates which are listed and admitted to trading
on the Italian regulated markets of Borsa Italiana S.p.A.".
3.3
The definition of "Valuation Time" shall be amended by deletion of the word "Warrants" in the
second line thereof and the insertion of the word "Certificates" in its place.
Redemption of Certificates
Condition 6 shall be amended as follows:
4.1
The title of Condition 6 shall be amended by the insertion of the words "and Exercise" after the word
"Redemption";
4.2
Condition 6(A) shall be amended by the deletion of the word "Subject" in the first line thereof and
the insertion of the following in its place:
"Unless the Certificates are Exercisable Certificates, subject"; and
4.3
The following new Condition 6(F) shall be inserted:
")
([HUFLVHRI&HUWLILFDWHV
If the Certificates are Cash Settled Certificates and Exercise of Certificates is specified as
applying in the applicable Final Terms, the Certificates (such Certificates "([HUFLVDEOH
&HUWLILFDWHV") will be automatically exercised on the Exercise Date, subject as provided in
the following paragraph. Upon automatic exercise each Certificate entitles its Holder to
receive from the Issuer the Cash Settlement Amount on the Redemption Date.
If the Certificates are Italian Listed Certificates, prior to 10.00 a.m. (Milan time) on the
Exercise Date, the Holder of a Certificate may renounce automatic exercise of such
Certificate by the delivery or sending by fax of a duly completed Renouncement Notice (a
"5HQRXQFHPHQW1RWLFH") in the form set out in the applicable Final Terms to the relevant
Clearing System with a copy to the Italian Certificate Agent. Once delivered a
Renouncement Notice shall be irrevocable.
Any determination as to whether a
Renouncement Notice is duly completed and in proper form shall be made by the relevant
Clearing System in consultation with the Italian Certificate Agent and shall be conclusive
and binding on the Issuer, the Guarantor, if applicable, the Warrant Agents and the relevant
Holder. Subject as set out below, any Renouncement Notice so determined to be incomplete
or not in proper form, or which is not copied to the Italian Certificate Agent immediately
after being delivered or sent to the relevant Clearing System shall be null and void. If such
Renouncement Notice is subsequently corrected to the satisfaction of the relevant Clearing
System, in consultation with the Italian Certificate Agent, it shall be deemed to be a new
Renouncement Notice submitted at the time such correction was delivered to the relevant
Clearing System and the Italian Certificate Agent."
Payments and Physical Delivery
10155-01337 ICM:5176639.9
28
Condition 7(A) shall be amended by the deletion of the following after the words "French Law
Certificates)":
"or with the relevant VPC Holder (in the case of VPC Certificates)".
Notices
Condition 11 (Notices) shall be amended by the insertion of the following after the words "rules and
regulations of the relevant stock exchange":
"(in the case of Italian Listed Certificates such notices shall be published by Borsa Italiana S.p.A.)"
Expenses and Taxation
Condition 12(A) shall be amended by the insertion of the following after the last sentence thereof:
"Notwithstanding the foregoing, in the case of Italian Listed Certificates, "Expenses" shall not
include any expenses related to the automatic exercise of such Certificates."
10155-01337 ICM:5176639.9
29
$0(1'0(176727+(7(506$1'&21',7,2162)7+(:$55$176
The Terms and Conditions of the Warrants set out in the Base Prospectus as amended by the First
Supplement shall be amended as follows:
The first paragraph of the Terms and Conditions shall be amended as follows:
(a)
by deletion of the words "If the Warrants are not VPC Certificates (as defined below), the"in
the third sentence thereof and insertion of the word "The" in its place;
(b)
by deletion of ".If the Warrants are" in the fourth sentence thereof and insertion of the
following in its place:
"as supplemented in the case of"; and
(c)
by deletion of the words "the Warrants are issued pursuant to" in the fifteenth line thereof
and insertion of the word "by" in its place.
10155-01337 ICM:5176639.9
30
)2502)),1$/7(506)25&(57,),&$7(6
The Form of Final Terms for Certificates set out in the Base Prospectus as amended by the First Supplement
shall be deleted in its entirety and replaced by the following:
)2502)),1$/7(506)25&(57,),&$7(6
),1$/7(506'$7('>z@G
%133DULEDV$UELWUDJH,VVXDQFH%9
LQFRUSRUDWHGLQ7KH1HWKHUODQGV
DV,VVXHU
[LQVHUWWLWOHRI&HUWLILFDWHV]
%133DULEDV
LQFRUSRUDWHGLQ)UDQFH
DV,VVXHUDQG*XDUDQWRU
(Warrant and Certificate Programme)
3$57$±&2175$&78$/7(506
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the
Base Prospectus dated [z] [and the Supplement to the Base Prospectus dated [z]] which [together]
constitute[s] a base prospectus for the purposes of the Directive 2003/71/EC (the "3URVSHFWXV'LUHFWLYH").
[The Base Prospectus dated [z] and the Supplement to the Base Prospectus dated [z]] have been passported
into Italy in compliance with Article 18 of the Prospectus Directive.] This document constitutes the Final
Terms of the Certificates described herein for the purposes of Article 5.4 of the Prospectus Directive and
must be read in conjunction with such Base Prospectus [as so supplemented]. Full information on [BNP
Paribas Arbitrage Issuance B.V.]/[BNP Paribas] (the ",VVXHU") and the offer of the Certificates is only
available on the basis of the combination of these Final Terms and the Base Prospectus. [The Base
Prospectus is available for viewing at [address] [and] [website] and copies may be obtained free of charge at
the specified office of the Warrant Agents and Certificate Agents.]
7KH IROORZLQJ DOWHUQDWLYH ODQJXDJH DSSOLHV LI WKH ILUVW WUDQFKH RI DQ LVVXH ZKLFK LV EHLQJ LQFUHDVHG ZDV
LVVXHGXQGHUD%DVH3URVSHFWXVZLWKDQHDUOLHUGDWH
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the
"&RQGLWLRQV") set forth in the Base Prospectus dated [original date] [and the Supplement to the Base
Prospectus dated] [z]]. This document constitutes the Final Terms of the Certificates described herein for
the purposes of Article 5.4 of the Prospectus Directive (Directive 2003/71/EC) (the "3URVSHFWXV'LUHFWLYH")
and must be read in conjunction with the Base Prospectus dated [current date] [and the Supplement to the
Base Prospectus dated [z]],which [together] constitute[s] a base prospectus for the purposes of the
Prospectus Directive, save in respect of the Conditions which are extracted from the Base Prospectus dated
[original date] [and the Supplement to the Base Prospectus dated] [z]] and are attached hereto. Full
information on [BNP Paribas Arbitrage Issuance B.V.]/[BNP Paribas] (the ",VVXHU") and the offer of the
Certificates is only available on the basis of the combination of these Final Terms and the Base Prospectuses
dated [original date] and [current date] [and the Supplement to the Base Prospectus dated] [z]]. [The Base
10155-01337 ICM:5176639.9
31
Prospectuses are available for viewing at [address] [and] [website] and copies may be obtained from
[address].]G
[,QFOXGH ZKLFKHYHU RI WKH IROORZLQJ DSSO\ RU VSHFLI\ DV 1RW $SSOLFDEOH 1$ 1RWH WKDWWKH QXPEHULQJ
VKRXOG UHPDLQ DV VHW RXW EHORZ HYHQ LI 1RW $SSOLFDEOH LV LQGLFDWHG IRU LQGLYLGXDO SDUDJUDSKV RU VXE
SDUDJUDSKV,WDOLFVGHQRWHGLUHFWLRQVIRUFRPSOHWLQJWKH)LQDO7HUPV.]
References herein to numbered Conditions are to the terms and conditions of the relevant series of
Certificates and words and expressions defined in such terms and conditions shall bear the same meaning in
this Final Terms in so far as it relates to such series of Certificates, save as where otherwise expressly
provided.
[:KHQFRPSOHWLQJDQ\ILQDOWHUPVRUDGGLQJDQ\RWKHUILQDOWHUPVRULQIRUPDWLRQFRQVLGHUDWLRQVKRXOGEH
JLYHQDVWRZKHWKHUVXFKWHUPVRULQIRUPDWLRQFRQVWLWXWHVLJQLILFDQWQHZIDFWRUVDQGFRQVHTXHQWO\WULJJHU
WKHQHHGIRUDVXSSOHPHQWWRWKH%DVH3URVSHFWXVXQGHU$UWLFOHRIWKH3URVSHFWXV'LUHFWLYH]
1.
Issuer:
[BNP PARIBAS
PARIBAS] 22
2.
[Guarantor:
BNP PARIBAS]
ARBITRAGE
ISSUANCE
B.V.]/[BNP
63(&,),&3529,6,216)25($&+6(5,(6
Series
Number
No. of
Certificate
s issued
[No. of
Certificate
s
ISIN 23
Common
Code
Issue Price
per
[Certificate]
Redemptio
n Date
[Relevant
Jurisdiction]
[Share
Amount/
Debt
Security
Amount]
*(1(5$/3529,6,216
The following terms apply to each series of Certificates:
3.
Trade Date:
The trade date of the Certificates is [z].
4.
Issue Date [and Interest
Commencement Date]:
The issue date [and Interest Commencement
Date] of the Certificates is [z].
5.
Consolidation:
6.
Type of Certificates:
22
23
The Certificates are to be consolidated and form a
single series with the [LQVHUWWLWOHRIUHOHYDQWVHULHV
RI&HUWLILFDWHV] issued on [LQVHUWLVVXHGDWH].
The Certificates are [Index Certificates / Share
Only BNP Paribas may issue U.S. Certificates.
DTC: CUSIP – include for U.S. Certificates.
10155-01337 ICM:5176639.9
32
[The Certificates are [Reverse Convertible
Certificates / Athena Certificates / Plus
Certificates / Call Certificates/[Turbo] Certificates /
other], such Certificates being "Specific Products"
in relation to which Part C (Specific Product
Contractual Terms) applies].
[Exercise of Certificates applies to the Certificates.
The Exercise Date is [ ] [or if such day is not a
Business
Day
the
immediately
[preceding/succeeding] Business Day].]30 .
7.
Form of Certificates:
8.
Business Day Centre(s):
9.
Settlement:
10.
Variation of Settlement:
24
25
26
27
28
29
30
31
32
[Clearing
System
Global
Certificate]
[Dematerialised bearer form (DX SRUWHXU)31] [Rule
144A Global Certificate] [Private Placement
Definitive Certificate]32 [Regulation S Global
Certificate]32 [VPC Certificates]
The applicable Business Day Centre[s] for the
purposes of the definition of "Business Day" in
Condition 4 [is / are] [z].
Settlement will be by way of [cash payment (Cash
Settled Certificates)] [and/or] [physical delivery
(Physical Delivery Certificates)]. (N.B. 93&
&HUWLILFDWHVPD\RQO\EH&DVK6HWWOHG&HUWLILFDWHV)
Currency Certificates or Hybrid Securities containing a currency component cannot be U.S. Securities.
Commodity Certificates or Hybrid Certificates containing a commodity component cannot be U.S. Securities.
Inflation Index Certificates or Hybrid Certificates containing an inflation component cannot be U.S. Securities.
Hybrid Certificates that contain a currency, commodity or inflation component cannot be U.S. Securities.
Fund Certificates or Hybrid Certificates containing a fund component cannot be U.S. Securities.
Credit Linked Certificates or Hybrid Certificates containing a fund component cannot be U.S Securities.
Exercise of Certificates should apply where Certificates are offered to the public or listed on a regulated market in the EEA and where the
Issue Price is less than EUR 1,000 (or its equivalent in the Settlement Currency).
If French law-governed.
If U.S. Certificates.
10155-01337 ICM:5176639.9
33
(a)
Issuer’s option to vary
settlement:
The Issuer [has/does not have] the option to vary
settlement in respect of the Certificates.33 (N.B.
WKH ,VVXHU
V RSWLRQ WR YDU\ VHWWOHPHQW LV QRW
DSSOLFDEOHWR93&&HUWLILFDWHV)
(b)
Variation of Settlement of
Physical Delivery
Certificates:
[Notwithstanding the fact that the Certificates are
Physical Delivery Certificates, the Issuer may
make payment of the Cash Settlement Amount on
the Redemption Date and the provisions of
Condition 7(C) will apply to the Certificates./The
Issuer will procure delivery of the Entitlement in
respect of the Certificates and the provisions of
Condition 7(C) will not apply to the Certificates.
Any Physical Delivery for U.S. Certificates must
be made in compliance with the Securities Act
and the Exchange Act.]
11.
Relevant Asset(s):
12.
Entitlement:
The relevant asset to which the Certificates relate
[is/are] [z]. (1% 2QO\ DSSOLFDEOH LQ UHODWLRQ WR
3K\VLFDO'HOLYHU\&HUWLILFDWHV)
[The Entitlement (as defined in Condition 4) in
relation to each Certificate is [z].]
[The Entitlement will be evidenced by [insert
details of how the Entitlement will be evidenced].]
[The Entitlement will be delivered [insert details of
the method of delivery of the Entitlement].]
(1% 2QO\ DSSOLFDEOH LQ UHODWLRQ WR 3K\VLFDO
'HOLYHU\&HUWLILFDWHV)
13.
14.
33
Instalment Certificates:
The Certificates
Certificates
(a)
Instalment Amount(s):
[VSHFLI\]
(b)
Instalment Date(s):
[VSHFLI\]
Partly Paid Certificates:
The Certificates
Certificates
[are/are
[are/are
Not applicable for U.S. Certificates, unless Physical Delivery can be in compliance with U.S. securities laws.
10155-01337 ICM:5176639.9
34
not]
not]
Instalment
Partly
Paid
[VSHFLI\ GHWDLOV RI WKH DPRXQW RI HDFK SD\PHQW
FRPSULVLQJ WKH ,VVXH 3ULFH DQG GDWH RQ ZKLFK
HDFK SD\PHQW LV WR EH PDGH DQG FRQVHTXHQFHV
RI IDLOXUH WR SD\ LQFOXGLQJ DQ\ ULJKW RI WKH ,VVXHU
WR IRUIHLW WKH &HUWLILFDWHV DQG LQWHUHVW GXH RQ ODWH
SD\PHQW]
[1% $ QHZ IRUP RI *OREDO &HUWLILFDWH PD\ EH
UHTXLUHGIRU3DUWO\3DLG&HUWLILFDWHV]
15.
Exchange Rate:
16.
Settlement Currency:
17.
Agent:
18.
Calculation Agent:
19.
Governing law:
20.
Special conditions or other
modifications to the Terms and
Conditions:
The applicable rate of exchange for conversion of
any amount into the relevant settlement currency
for the purposes of determining the Settlement
Price (as defined in the Annexes to the Terms and
Conditions) or the Cash Settlement Amount (as
defined in Condition 4) is [LQVHUWUDWHRIH[FKDQJH
DQG GHWDLOV RI KRZ DQG ZKHQ VXFK UDWH LV WR EH
DVFHUWDLQHG].
The settlement currency for the payment of [the
Cash Settlement Amount/Redemption Amount] (LQ
WKH FDVH RI &DVK 6HWWOHG &HUWLILFDWHV)/[the
Disruption Cash Settlement Price] (LQ WKH FDVH RI
3K\VLFDO'HOLYHU\&HUWLILFDWHV) is [z].
[BNP Paribas Securities Services, Luxembourg
Branch]/[BNP Paribas Arbitrage SNC]/[VSHFLI\
RWKHU]
[BNP
Paribas]/[BNP
Paribas
SNC]/[VSHFLI\RWKHU][ADDRESS].
Arbitrage
[English/French] law
[
]
x 352'8&763(&,),&3529,6,216
21.
Index Certificates:
10155-01337 ICM:5176639.9
[The provisions of Annex 1 ($GGLWLRQDO7HUPVDQG
&RQGLWLRQVIRU,QGH[&HUWLILFDWHV) shall apply]
35
(a)
Index/Index Sponsor:
[VSHFLI\QDPHRILQGH[LQGLFHV]
[VSHFLI\QDPHRILQGH[VSRQVRUV]
[The [
34
35
] Index is a Composite Index]34
(b)
Index Currency:
[VSHFLI\]
(c)
Exchange(s):
The Exchange(s) [is/are] [z].
(d)
Related Exchange(s):
[The relevant Related Exchange(s) [is/are] [z] /[All
Exchanges]
(e)
Exchange Business Day:
[Single Index Basis/All Indices Basis/Per Index
Basis]
(f)
Scheduled Trading Day:
[Single Index Basis/All Indices Basis/Per Index
Basis]
(PXVW PDWFK HOHFWLRQ PDGH IRU ([FKDQJH
%XVLQHVV'D\)
(g)
Weighting:
[The weighting to be applied to each item
comprising the Basket to ascertain the Settlement
Price is [z]. Each such Weighting shall be subject
to adjustment in accordance with Annex 1/[VSHFLI\
RWKHU]. (1% 2QO\ DSSOLFDEOH LQ UHODWLRQ WR
&HUWLILFDWHVUHODWLQJWRD%DVNHW)]
(h)
Settlement Price:
The Settlement Price will be calculated [insert
calculation method if different from Annex 1].35
(i)
Disrupted Day:
If the Valuation Date, an Observation Date or an
Averaging Date (each as defined in Condition 4),
as the case may be, is a Disrupted Day, the
Settlement Price will be calculated [LQVHUW
FDOFXODWLRQPHWKRG].
(j)
Relevant Time:
(k)
Knock-in Event:
[Continuous monitoring [VSHFLI\ RWKHU] and the
relevant time on the Valuation Date, Observation
Date or Averaging Date, as the case may be, is
the Scheduled Closing Time as defined in
Condition 4.] [The relevant time is [z].] (1%,IQR
5HOHYDQW7LPHLVVSHFLILHGWKH9DOXDWLRQ7LPHZLOO
EH WKH 6FKHGXOHG &ORVLQJ 7LPH DV GHILQHG LQ
&RQGLWLRQ4).
[Not Applicable/VSHFLI\/["greater than"/"greater
than or equal to"/"less than"/"less than or equal
Specify each Composite Index (if any).
Where Index is managed by Borsa Italiana S.p.A. (or another entity with which Borsa Italiana S.p.A. has entered into an agreement in
respect of the Index), include within definition valuation by reference to "official opening level" calculated by Index Sponsor or Related
Exchange as applicable.
10155-01337 ICM:5176639.9
36
to"]]
(,I QRW DSSOLFDEOH GHOHWH WKH UHPDLQLQJ VXE
SDUDJUDSKVRIWKLVSDUDJUDSK
(l)
(i) Knock-in Level:
[VSHFLI\]
(ii) Knock-in Period
Beginning Date:
[VSHFLI\]
(iii) Knock-in Determination
Period:
[VSHFLI\]
(iv) Knock-in Determination
Day(s):
[VSHFLI\/Each Scheduled Trading Day in the
Knock-in Determination Period]
(v) Knock-in Period
Beginning Date
Scheduled Trading
Day Convention:
[Not Applicable / Applicable]
(vi) Knock-in Period Ending
Date:
[VSHFLI\]
(vii)Knock-in Period Ending
Date
Scheduled
Trading
Day
Convention:
(viii)
[VSHFLI\/See definition in Annex 1] [Relevant Time]
Knock-in Valuation
Time:
Knock-out Event:
[Not Applicable / VSHFLI\ /["greater than"/"greater
to"]]
SDUDJUDSKVRIWKLVSDUDJUDSK)
(i) Knock-out Level:
[VSHFLI\]
(ii) Knock-out Period
Beginning Date:
[VSHFLI\]
(iii) Knock-out Determination
Period:
[VSHFLI\]
(iv) Knock-out Determination
Day(s):
Knock-out Determination Period]
(v) Knock-out Period
Beginning Date
Scheduled Trading
Day Convention:
[Not Applicable/Applicable]
10155-01337 ICM:5176639.9
37
(vi) Knock-out Period Ending
Date:
[VSHFLI\]
(vii)Knock-out Period Ending
Date Scheduled
Trading Day
Convention:
(viii)
Knock-out Valuation
Time
(m)
Delayed Redemption on
Occurrence of Adjustments
Event:
[Applicable/Not Applicable]
(n)
Automatic Early Redemption
Event:
[Not Applicable/VSHFLI\ /["greater than"/"greater
to"]]
22.
(i) Automatic Early
Redemption Amount:
[VSHFLI\/See definition in Annex 1]
(ii) Automatic Early
Redemption Date(s):
[VSHFLI\]
(iii) Business Day
Convention:
[VSHFLI\]
(iv) Automatic Early
Redemption Level:
[VSHFLI\]
(v) Automatic Early
Redemption Rate:
[VSHFLI\]
(vi) Automatic Early
Redemption Valuation
Date(s):
[VSHFLI\]
Share Certificates:
&RQGLWLRQVIRU6KDUH&HUWLILFDWHV) shall apply]
(a)
Share(s)/Share
Company/Basket Company:
[Insert type of Share(s) and Share Company /
Basket Companies]
(b)
Exchange(s):
The Exchange[s] [is/are] [z].
(c)
Related Exchange(s):
[The Related
Exchanges]
(d)
[Single Share Basis/All Shares Basis/Per Share
10155-01337 ICM:5176639.9
38
Exchange(s)
[is/are]
[z]
/[All
Basis]
(e)
Scheduled Trading Day:
[Single Share Basis/All Shares Basis/Per Share
Basis]
(PXVW PDWFK HOHFWLRQ PDGH IRU ([FKDQJH
%XVLQHVV'D\)
(f)
Weighting:
[The weighting to be applied to each item
comprising the Basket to ascertain the Settlement
Price is [z]. Each such Weighting shall be subject
to adjustment [in accordance with Annex
2/[VSHFLI\ RWKHU]. (1% 2QO\ DSSOLFDEOH LQ UHODWLRQ
WR&HUWLILFDWHVUHODWLQJWRD%DVNHW)]
(g)
Settlement Price:
The Settlement Price will be calculated [LQVHUW
FDOFXODWLRQPHWKRGLIGLIIHUHQWIURP$QQH[]. [1%
,I 6HWWOHPHQW 3ULFH LQFOXGHV IRUPXOD LQFRUSRUDWLQJ
LQLWLDO FORVLQJ SULFH XVH WHUP ,QLWLDO 3ULFH IRU
UHOHYDQWGHILQLWLRQ.]36
(h)
Disrupted Day:
If the Valuation Date, an Observation Date or an
Averaging Date (each as defined in Condition 4),
as the case may be, is a Disrupted Day, the
Settlement Price will be calculated [LQVHUW
FDOFXODWLRQPHWKRG].
(i)
Relevant Time:
(j)
Knock-in Event:
Condition 4.] [The relevant time is [z]. (1%,IQR
5HOHYDQW7LPHLVVSHFLILHGWKH9DOXDWLRQ7LPHZLOO
EH WKH 6FKHGXOHG &ORVLQJ 7LPH DV GHILQHG LQ
&RQGLWLRQ4).]
to"]]
(If not applicable, delete the remaining subparagraphs of this paragraph)
36
(i) Knock-in Price:
[VSHFLI\]
(ii) Knock-in
Period
Beginning Date:
[VSHFLI\]
(iii) Knock-in
Beginning
Scheduled
Period
Date
Trading
Where a Share is traded on an Italian regulated market managed by Borsa Italiana S.p.A. include within definition valuation by reference
to "official reference price" calculated by Borsa Italiana S.p.A.
10155-01337 ICM:5176639.9
39
Day Convention:
10155-01337 ICM:5176639.9
40
(k)
Period:
[VSHFLI\]
(v) Knock-in Determination
Day(s):
Knock-in Determination Period]
Date:
[specify]
Date
Scheduled
Trading
Day
Convention:
(viii)
Knock-in
Time:
Valuation
to"]]
Knock-out Event:
(l)
(i) Knock-out Price:
[VSHFLI\]
(ii) Knock-out Determination
Period:
[VSHFLI\]
Day(s):
Knock-out Determination Period]
(iv) Knock-out
Period
Beginning Date:
[VSHFLI\]
(v) Knock-out
Period
Beginning
Date
Scheduled
Trading
Day Convention:
Date:
[VSHFLI\]
Date
Scheduled
Trading
Day
Convention:
(viii)
Valuation
Event:
10155-01337 ICM:5176639.9
Knock-out
Time:
41
to"]]
(i) Automatic
Early
Redemption Amount:
(ii) Automatic
Early
Redemption Date(s):
[VSHFLI\]
(iii) Business
Convention:
Day
[VSHFLI\]
(iv) Automatic
Early
Redemption Price:
[VSHFLI\]
(v) Automatic
Early
Redemption Rate:
[VSHFLI\]
(vi) Automatic
Early
Date(s):
[VSHFLI\]
(m)
Redemption on Occurrence
of Extraordinary Event:
[As per Conditions/Not Applicable]
(n)
Occurrence of Extraordinary
Event:
23.
GDR Certificates:
24.
Debt Certificates:
37
&RQGLWLRQVIRU*'5&HUWLILFDWHV) shall apply]37
&RQGLWLRQVIRU'HEW&HUWLILFDWHV) shall apply]
For GDR Certificates complete sections for Share Certificates (paragraph 22) (completed and amended as appropriate) and GDR
Certificates (paragraph 23).
10155-01337 ICM:5176639.9
42
25.
(a)
Nominal Amount:
(b)
Redemption of
Debt Securities:
(c)
"Exchange Business Day" means [z].
(d)
Relevant Time:
[The relevant time is [z]].
Commodity Certificates:
10155-01337 ICM:5176639.9
The nominal amount which is to be used to
determine the Cash Settlement Amount is [z] and
the relevant screen page (Relevant Screen Page)
is [z].
underlying
Where one or more of the relevant Debt Securities
is redeemed (or otherwise ceases to exist) before
the expiration of the relevant Certificates, [LQVHUW
DSSURSULDWHIDOOEDFNSURYLVLRQV].
&RQGLWLRQV IRU &RPPRGLW\ &HUWLILFDWHV) shall
apply]
43
(a)
Commodity/ Commodities:
[VSHFLI\&RPPRGLW\&RPPRGLWLHV]
(b)
Pricing Date(s):
[VSHFLI\]
(c)
Commodity Reference Price:
[VSHFLI\]
(d)
Additional Disruption
Fallback(s):
[VSHFLI\]/[Not Applicable]
(e)
Relevant Time:
(f)
Knock-in-Event:
Condition 4.] [The relevant time is [z].]
to"]]
(g)
(i) Knock-in Level:
[VSHFLI\]
Beginning Date:
[VSHFLI\]
Period:
[VSHFLI\]
Day(s):
[VSHFLI\]
(v) Knock-in Period
Beginning Date
Commodity Business
Day Convention:
Date:
[VSHFLI\]
Date Commodity
Business Day
Convention:
(viii)
Knock-in Valuation
Time:
Knock-out Event:
10155-01337 ICM:5176639.9
to"]]
44
x
(h)
[VSHFLI\]
Beginning Date:
[VSHFLI\]
Period:
[VSHFLI\]
Day(s):
[VSHFLI\]
(v) Knock-out Period
Beginning Date
Commodity Business
Day Convention:
Date:
[VSHFLI\]
Date Commodity
Business Day
Convention:
(viii)
[VSHFLI\ / See definition in Annex 5] [Relevant
Time]
Knock-out Valuation
Time
Event:
[Not Applicable / specify /["greater than"/"greater
to"]]
(i) Automatic Early
Redemption Amount:
(ii) Automatic Early
Redemption Date(s):
[VSHFLI\]
(iii) Business Day Convention
[VSHFLI\]
(iv) Automatic Early
Redemption
[VSHFLI\]
(v) Automatic Early
Redemption Rate:
[VSHFLI\]
(vi) Automatic Early
[VSHFLI\]
10155-01337 ICM:5176639.9
45
Date(s):
(i)
26.
occurrence
of
Market
Disruption Event:
Inflation Index Certificates:
(a)
Inflation Index / Sponsor:
[Applicable / Not Applicable]
&RQGLWLRQV IRU ,QIODWLRQ ,QGH[ &HUWLILFDWHV) shall
apply]
[VSHFLI\QDPHRILQIODWLRQLQGH[LQGLFHV]
[VSHFLI\QDPHRILQIODWLRQLQGH[VSRQVRUV]
27.
(b)
Related Bond:
(c)
Issuer of Related Bond:
[Applicable/Not Applicable] [,IDSSOLFDEOHVSHFLI\]
(d)
Fallback Bond:
(e)
Related Bond Redemption
Event:
[Applicable/Not Applicable] [,IDSSOLFDEOHVSHFLI\]
(f)
Substitute Inflation Index
Level:
[As determined in accordance with Annex 6 [z]]
(g)
Cut-off Date:
In respect of a [Valuation Date], the day that is [z]
Business Days prior to such [Valuation Date]
(h)
[Valuation Date]:
[VSHFLI\]
Currency Certificates:
10155-01337 ICM:5176639.9
&RQGLWLRQVIRU&XUUHQF\&HUWLILFDWHV) shall apply]
46
(a)
Relevant Screen Page:
[VSHFLI\]
(b)
The relevant base currency
(the "%DVH&XUUHQF\") is:
[VSHFLI\]
(c)
The relevant subject
[currency/currencies] (each a
"6XEMHFW&XUUHQF\") [is/are]:
[VSHFLI\]
(d)
Relevant Time:
[The relevant time is [z]].
(e)
Knock-in-Event:
to"]]
(f)
(i) Knock-in Level:
[VSHFLI\]
Beginning Date:
[VSHFLI\]
Period:
[VSHFLI\]
Day(s):
[VSHFLI\]
(v) Knock-in Period Ending
Date:
[VSHFLI\]
(vi) Knock-in Valuation Time:
[VSHFLI\ / See definition in Annex 7] [Relevant
Time]
Knock-out Event:
[Not Applicable/VSHFLI\ /["greater than"/"greater
to"]]
(LI QRW DSSOLFDEOH GHOHWH WKH UHPDLQLQJ VXE
[VSHFLI\]
Beginning Date:
[VSHFLI\]
Period:
[VSHFLI\]
Day(s):
[VSHFLI\]
(v) Knock-out Period Ending
[VSHFLI\]
10155-01337 ICM:5176639.9
47
Date:
(vi) Knock-out Valuation
Time:
28.
29.
38
Fund Certificates:
[The provisions of Annex 8 (Additional Terms and
Conditions for Fund Certificates) shall apply]
(a)
Fund:
[VSHFLI\]
(b)
Fund Share(s):
[VSHFLI\]
(c)
Fund Documents:
[VSHFLI\]
(d)
Additional
Extraordinary
Fund Event(s):
[VSHFLI\]
(e)
NAV Barrier:
[VSHFLI\]
(f)
Number of NAV Publications
Days:
[VSHFLI\]
(g)
Settlement Price:
[VSHFLI\]
(h)
Consequences
of
Extraordinary Fund Event:
[VSHFLI\]
(i)
Relevant Time:
[The relevant time is [z].]
(j)
Additional Provisions:
[VSHFLI\]
Market Access Certificates:
[The provisions of Annex [1/2/4]38 (Additional
Terms and Conditions for [Index/Share/Debt
Security] Certificates) and Annex 9 ($GGLWLRQDO
7HUPV DQG &RQGLWLRQV IRU 0DUNHW $FFHVV
&HUWLILFDWHV) shall apply]
For Market Access Certificates include relevant Annex and complete relevant section for Index / Share / Debt Security Certificates and
include Annex 9 and complete paragraph 30 as appropriate.
10155-01337 ICM:5176639.9
48
(a)
[Share Amount / Debt
Securities Amount]:
[VSHFLI\]
(b)
Market Access Certificate
Condition 1 of Annex 9
(,QWHULP3D\PHQW
$PRXQW,QWHULP&RXSRQ
$PRXQW):
(c)
The Coupon Payment Dates
are [z]
(d)
Condition 2 (3RWHQWLDO
$GMXVWPHQW(YHQW):
(e)
Condition 3 (6WRFN'LYLGHQGV
RU6WRFN'LVWULEXWLRQVDQG
5LJKWV,VVXHV):
(f)
Condition 4 (,VVXHU
VRSWLRQ
IROORZLQJDQ$GGLWLRQDO
'LVUXSWLRQ(YHQW):
(g)
Condition 5 (5HJXODWRU\
&KDQJH(YHQW):
(h)
Condition 6 ((DUO\
7HUPLQDWLRQ(YHQW):
(i)
Condition 7 ($GGLWLRQDO
&RQGLWLRQ):
(j)
Condition 8 ((DUO\
5HGHPSWLRQRI&HUWLILFDWHV
OLQNHGWRXQGHUO\LQJ6KDUHV
WKDWDUH\HWWREHOLVWHG):
(i)
(ii)
Expected Listing Date is [z]
The amount payable in respect of each
Certificate so redeemed shall be [VSHFLI\
DPRXQWRUPDQQHURIGHWHUPLQDWLRQ].
30.
Credit Linked Certificates:
[VSHFLI\WHUPVIRU&UHGLW/LQNHG&HUWLILFDWHV]
31.
Additional Disruption Events:
(a)
10155-01337 ICM:5176639.9
49
The following Additional Disruption Events
apply to the Certificates:
6SHFLI\HDFKRIWKHIROORZLQJZKLFKDSSOLHV1%
$GGLWLRQDO 'LVUXSWLRQ (YHQWV DUH DSSOLFDEOH WR
FHUWDLQ ,QGH[ &HUWLILFDWHV RU 6KDUH &HUWLILFDWHV
&DUHIXO FRQVLGHUDWLRQ VKRXOG EH JLYHQ WR ZKHWKHU
$GGLWLRQDO'LVUXSWLRQ(YHQWVZRXOGDSSO\IRU'HEW
&HUWLILFDWHV &XUUHQF\ &HUWLILFDWHV &RPPRGLW\
&HUWLILFDWHV ,QGH[ &HUWLILFDWHV UHODWLQJ WR
&RPPRGLW\ ,QGLFHV DQG )XQG &HUWLILFDWHV DQG LI
VRWKHUHOHYDQWGHILQLWLRQVZLOOUHTXLUHDPHQGPHQW
&DUHIXO FRQVLGHUDWLRQ VKRXOG EH JLYHQ WR DQ\
$GGLWLRQDO 'LVUXSWLRQ (YHQWV LQ WKH FDVH RI 86
&HUWLILFDWHV
[Change in Law]
[Hedging Disruption]
[Increased Cost of Hedging]
[Increased Cost of Stock Borrow]
[Insolvency Filing
(N.B. Only applicable in the case of Share
Certificates)]
[Loss of Stock Borrow]
[Analogous Event]
[Currency Event]
[Force Majeure Event]
[Jurisdiction Event]
[Failure to Deliver due to Illiquidity]
1% 2QO\ DSSOLFDEOH LQ WKH FDVH RI 3K\VLFDO
'HOLYHU\&HUWLILFDWHVWKDWDUHQRW86&HUWLILFDWHV
)DLOXUHWR'HOLYHUGXHWR,OOLTXLGLW\LVDSSOLFDEOHWR
FHUWDLQ 6KDUH &HUWLILFDWHV &DUHIXO FRQVLGHUDWLRQ
VKRXOGEHJLYHQWRZKHWKHU)DLOXUHWR'HOLYHUGXH
WR,OOLTXLGLW\ZRXOGDSSO\WRRWKHU3K\VLFDO'HOLYHU\
&HUWLILFDWHV
(b)
[The Maximum Stock Loan Rate in respect
of [VSHFLI\ LQ UHODWLRQ WR HDFK UHOHYDQW
6KDUH6HFXULW\] is [z].
1% RQO\ DSSOLFDEOH LI /RVV RI 6WRFN %RUURZ LV
DSSOLFDEOH@
10155-01337 ICM:5176639.9
50
[The Initial Stock Loan rate in respect of [VSHFLI\
LQUHODWLRQWRHDFKUHOHYDQW6KDUH6HFXULW\] is [z].
1% RQO\ DSSOLFDEOH LI ,QFUHDVHG &RVW RI 6WRFN
%RUURZLVDSSOLFDEOH@
(c)
(d)
[Condition 16(B) ($GGLWLRQDO 'HILQLWLRQV)
applicable.]
Delayed Redemption on Occurrence of
Additional
Disruption
Event:
x 3529,6,2165(/$7,1*72,17(5(67
32.
Fixed Rate Provisions:
33.
(a)
Interest Rate[(s)]
([including/excluding] on
overdue amounts after
Redemption Date or date set
for early redemption):
[VSHFLI\]
percent.
per
annum
[payable
[annually/semi-annually/quarterly/monthly]
in
arrear]
(b)
Interest Payment Date(s):
[VSHFLI\] in each year [adjusted in accordance with
[VSHFLI\ %XVLQHVV 'D\ &RQYHQWLRQ DQG DQ\
DSSOLFDEOH%XVLQHVV&HQWUHVIRUWKHGHILQLWLRQRI
%XVLQHVV'D\@QRWDGMXVWHG]
(c)
Fixed Coupon Amount[(s)]:
[VSHFLI\]
(d)
Day Count Fraction:
[VSHFLI\] [30/360 / Actual/Actual (-ICMA /-ISDA) /
Actual/365 (Fixed) / Actual/360 / 30E/360 / other
(see Condition 7 for alternatives)]
(e)
Determination Dates:
[VSHFLI\] in each year (insert regular interest
payment dates, ignoring issue date or redemption
date in the case of a long or short first or last
coupon. N.B. only relevant where Day Count
Fraction is Actual/Actual ([ICMA]))
(f)
Other terms relating to the
method of calculating interest
for Fixed Rate Certificates:
[Not Applicable/give details]
Floating Rate Provisions
10155-01337 ICM:5176639.9
51
(a)
Interest Period(s):
[VSHFLI\]
(b)
[VSHFLI\]
(c)
Business Day Convention
(Condition 5.3):
[Floating Rate Business Day Convention/
Following Business Day Convention/ Modified
Following Business Day Convention/ Preceding
Business Day Convention/ other (give details)]
(d)
Manner in which the Interest
Rate(s)
is/are
to
be
determined (including on
overdue
amounts
after
Redemption Date or date set
for early redemption):
[Screen
Rate
Determination/ISDA
Determination/other (give details)]
(e)
Party
responsible
for
calculating
the
Interest
Rate(s)
and
Interest
Amount(s)
(if
not
the
Calculation Agent):
[VSHFLI\]
(f)
Screen Rate Determination:
(i) Relevant Time:
(ii) Interest
Date:
Determination
[[z] [TARGET] Business Days in [VSHFLI\ FLW\] for
[VSHFLI\ FXUUHQF\] prior to [the first day in each
Interest Accrual Period/each Interest Payment
Date]]
(iii) Primary Source for
Floating Rate:
[VSHFLI\ UHOHYDQW VFUHHQ SDJH RU 5HIHUHQFH
%DQNV]
(iv) Relevant Financial
Centre:
[The financial centre most closely connected to
the Benchmark]
(v) Benchmark:
[EURIBOR, LIBOR, LIBID, LIMEAN, or other
benchmark]
(vi) Specified Duration:
(g)
[VSHFLI\]
[VSHFLI\ SHULRG IRU TXRWDWLRQ LI QRW GXUDWLRQ RI
,QWHUHVW$FFUXDO3HULRG]
ISDA
Determination
(Condition 5(D)(x)):
(i) Floating Rate Option:
[VSHFLI\]
(ii) Designated Maturity:
[VSHFLI\]
10155-01337 ICM:5176639.9
52
(iii) Reset Date:
[VSHFLI\]
(iv) ISDA Definitions:
[VSHFLI\GHILQLWLRQVLIGLIIHUHQWIURPWKRVHVHWRXWLQ
WKH&RQGLWLRQV]
(h)
Margin(s):
[+/-][VSHFLI\] per cent per annum
(i)
Minimum Interest Rate:
[VSHFLI\] per cent per annum
(j)
Day Count Fraction:
[Actual/365
Actual/365 (Fixed)
Actual/360
30/360
30E/360
other] (see Condition 5.4(f) for alternatives)
(k)
34.
Fallback provisions, rounding
provisions, denominator and
any other terms relating to
the method of calculating
interest on Floating Rate
Certificates, if different from
those set out in the
Conditions:
Formula Linked Interest:
10155-01337 ICM:5176639.9
[VSHFLI\]
53
[VSHFLI\]
(a)
Formula:
(b)
Party
responsible
calculating interest:
(c)
Provisions for determining
Interest Rate and Interest
Amount where calculation by
reference to formula is
impossible or impracticable:
[VSHFLI\]
(d)
Interest Period(s):
[VSHFLI\]
(e)
[VSHFLI\]
(f)
Business Day Convention:
[VSHFLI\]
(g)
Day Count Fraction:
[VSHFLI\]
for
[Calculation Agent/RWKHU]
x ,668(5&$//237,21,15(63(&72)&(57,),&$7(6
35.
Issuer Call Option:
(1% ,I QRW DSSOLFDEOH GHOHWH WKH UHPDLQLQJ VXE
SDUDJUDSKVRIWKLVSDUDJUDSK.)
Redemption
[VSHFLI\]
(a)
Optional
Date(s):
(b)
Optional Redemption
Amount(s) and method, if
any, of calculation of such
amount(s):
[VSHFLI\]
(c)
Notice period (if different
from those set out in the
Conditions):
[VSHFLI\]
x +2/'(5387237,21,15(63(&72)&(57,),&$7(6
36.
Holder Put Option:
10155-01337 ICM:5176639.9
54
(1% ,I QRW DSSOLFDEOH GHOHWH WKH UHPDLQLQJ VXE
Redemption
[VSHFLI\]
(a)
Optional
Date(s):
(b)
Optional Redemption
Amount(s) and method, if
any, of calculation of such
amount(s):
[VSHFLI\]
(c)
Notice period (if different
from those set out in the
Conditions):
[VSHFLI\]
x 3529,6,2165(/$7,1*729$/8$7,21$1'5('(037,21
37.
Cash Settlement Amount:
38.
Valuation Date:
39.
Averaging:
[,QVHUW
GHWDLOV
RI
&DVK
6HWWOHPHQW
$PRXQW5HGHPSWLRQ $PRXQW DQG KRZ LW LV WR EH
FDOFXODWHGIRU&DVK6HWWOHG&HUWLILFDWHV]
[6SHFLI\@1%:KHUH$XWRPDWLF([HUFLVHDSSOLHV
WKH &HUWLILFDWHV DUH 6KDUH &HUWLILFDWHV DQG WKH
6KDUHVDUHWUDGHGRQWKH,WDOLDQUHJXODWHGPDUNHW
RUJDQLVHG DQG PDQDJHG E\ %RUVD ,WDOLDQD LQVHUW
WKH >6FKHGXOHG 7UDGLQJ 'D\@ LPPHGLDWHO\
SUHFHGLQJWKH([HUFLVH'DWH)
Averaging [applies / does not apply] to the
Certificates. [The Averaging Dates are [z].] (1RW
DSSOLFDEOHWR,QIODWLRQ,QGH[&HUWLILFDWHV)
[In the event that an Averaging Date is a
Disrupted Day [Omission / Postponement /
Modified Postponement] (as defined in Condition
4) will apply.] 1%1RWDSSOLFDEOHIRU&RPPRGLW\
&HUWLILFDWHV
[In the event of Modified Postponement applying,
the Averaging Date will be determined [specify
relevant provisions] (N.B. Only applicable in
relation to Debt Certificates, Currency Certificates
or Fund Certificates).]
40.
Observation Dates:
10155-01337 ICM:5176639.9
[The Observation Dates are [z].] (1RW DSSOLFDEOH
WR,QIODWLRQ,QGH[&HUWLILFDWHV)
55
[In the event
Disrupted Day
Postponement]
apply.] 1%
&HUWLILFDWHV
that an Observation Date is a
[Omission/Postponement/Modified
(as defined in Condition 4) will
1RW DSSOLFDEOH WR &RPPRGLW\
[In the event of Modified Postponement applying,
the Observation Date will be determined] [VSHFLI\
UHOHYDQW SURYLVLRQV] (1% 2QO\ DSSOLFDEOH LQ
UHODWLRQWR'HEW&HUWLILFDWHV&XUUHQF\&HUWLILFDWHV
RU)XQG&HUWLILFDWHV).]
41.
Observation Period:
42.
Specified
Maximum
Disruption:
43.
Settlement Business Day:
44.
Notional Amount of each Certificate:
[The Observation Period is [z].] (1RWDSSOLFDEOHWR
,QIODWLRQ,QGH[&HUWLILFDWHV)
Days
of
[[z] [Scheduled Trading Days]
Business Days]
[Commodity
Settlement Business Day for the purposes of
Condition means [z]. (1%2QO\DSSOLFDEOHLQWKH
FDVHRI3K\VLFDO'HOLYHU\&HUWLILFDWHV)
[Currency][Amount]
x ',675,%87,21$1'866$/(6(/,*,%,/,7<
45.
Selling Restrictions:
10155-01337 ICM:5176639.9
[,QVHUWDQ\DGGLWLRQDOVHOOLQJUHVWULFWLRQV]
56
(a)
Eligibility
for
sale
of The Certificates are [not] eligible for sale in the
Certificates in the United United States to AIs.
States to AIs (1% 2QO\
&HUWLILFDWHV LVVXHG E\ %133
FDQEHVRHOLJLEOH):
[Where Certificates are eligible for sale in the
United States to AIs, include the following:
(i)
The Certificates will be in the form of
private placement definitive certificates;
(ii)
The Certificates may [not] be issued
concurrently outside the United States to
non-U.S. Persons [(such Certificates to be
represented by a Regulation S Global
Certificate)];
(iii)
The Certificates may [not] be
transferred to QIBs (N.B. Certificates may
only be transferred to QIBs if eligible for
sale to QIBs as provided in paragraph (ii)
below);
(iv)
The Certificates may [not]
transferred to non-U.S. Persons;
be
(v)
The Certificates
transferred to AIs;
be
(vi)
[insert
applicable
U.S.
selling
restrictions and specify details of any
transfer restrictions and any necessary
Certifications, if different from those set out
in the conditions (N.B. Such restrictions
may be necessary, inter alia, in relation to
Commodity Certificates)]; and
(vii)
(b)
may
[not]
[VSHcLI\ DQ\ DPHQGPHQWV WR WKH IRUP
RIexerciseQRWLFHWKHformRIZKLFKLVVHW
RXW LQ D VFKHGXOH WR WKH $JHQF\
$JUHHPHQW)].]
Eligibility
for
sale
of The Certificates are [not] eligible for sale in the
Certificates in the United United States under Rule 144A to QIBs.
States to QIBs within the
meaning of rule 144a (1%
2QO\ 86 &HUWLILFDWHV LVVXHG
E\%133FDQEHVRHOLJLEOH):
[Where Certificates are eligible for sale in the
United States under Rule 144A to QIBs, include
the following:
10155-01337 ICM:5176639.9
57
46.
Additional U.S. Federal income tax
consequences:
47.
Registered broker/dealer:
48.
Syndication:
39
(i)
The Rule 144A Global Certificate will
be deposited with [a custodian for DTC]/[a
common depositary on behalf of
Clearstream,
Luxembourg/Euroclear/Iberclear/other
clearing system];
(ii)
The Certificates may [not] be issued
concurrently outside the United States to
non-U.S. Persons [(such securities to be
represented by a Regulation S Global
Certificate)];
(iii)
The Certificates
transferred to QIBs;
[not]
be
(iv)
The Certificates may [not]
transferred to non-U.S. persons;
be
(v)
The Certificates may [not] be
transferred to AIs (N.B. Certificates may
only be transferred to AIs if eligible for sale
to AIs as provided for in paragraph (a)
above);
(vi)
[insert
applicable
U.S.
selling
restrictions and specify details of any
transfer restrictions and any necessary
Certifications, if different from those set out
in the Conditions (N.B. Such restrictions
may be necessary, inter alia, in relation to
Commodity Certificates)]; and
(vii)
[specify any amendments to the form
of exercise notice (the form of which is set
out in a schedule to the Agency
Agreement)].]
[LQVHUWGHWDLOV]
[BNP
Paribas
Securities
RWKHU]39/[not applicable]]
Corp./[VSHFLI\
The Certificates will be distributed on a [non]syndicated basis.
If U.S. Warrants.
10155-01337 ICM:5176639.9
may
58
(>,IV\QGLFDWHGVSHFLI\QDPHVRIWKH0DQDJHUV@)
>/LVWLQJ$SSOLFDWLRQ
These Final Terms comprise the final terms required to list [and have admitted to trading] the issue of
Certificates described.]
5HVSRQVLELOLW\
The Issuer accepts responsibility for the information contained in these Final Terms. The information
included in [the Annex] (the [z] Information) consists of extracts from or summaries of information that is
publicly available in respect of [z].The Issuer confirms that such information has been accurately
reproduced and that, so far as it is aware, and is able to ascertain from information published by [z], no facts
have been omitted which would render the reproduced inaccurate or misleading.]G
Signed on behalf of [BNP Paribas Arbitrage Issuance B.V.]/[BNP Paribas]
As Issuer:
By:..............................................
Duly authorised
10155-01337 ICM:5176639.9
59
3$57%±27+(5,1)250$7,21
/LVWLQJDQG$GPLVVLRQWRWUDGLQJ
[The Certificates are unlisted]/[Application will be made to list the Certificates on the Italian Stock
Exchange and to admit the Certificates for trading described herein on the "electronic securitised
derivatives market" (the "6H'H;"), organised and managed by Borsa Italiana S.p.A.]/[Application
has been made to list the Certificates on the Luxembourg Stock Exchange and to admit the
Certificates for trading described herein on the "%RXUVHGH/X[HPERXUJ" (the "5HJXODWHG0DUNHW")
of the Luxembourg Stock Exchange/Luxembourg Stock Exchange’s EuroMTF Market]/[VSHFLI\
RWKHUH[FKDQJH].
>5DWLQJV
Ratings:
The Certificates to be issued have been rated:
[S & P: [z]]G
[Moody’s: [z]]G
[[Other]: [z]]G
[1HHG WR LQFOXGH D EULHI H[SODQDWLRQ RI WKH PHDQLQJ RI WKH UDWLQJV LI WKLV KDV
SUHYLRXVO\EHHQSXEOLVKHGE\WKHUDWLQJSURYLGHUIRUH[DPSOH
"As defined by Moody’s an [Aa1] rating means that the obligations of the Issuer
and the Guarantor under the Programme are of high quality and are subject to
very low credit risk and, as defined by Standard & Poor’s, an [AA+] rating means
that the relevant Issuer and Guarantor’s capacity to meet its financial commitment
under the Certificates is very strong."]
(The above disclosure should reflect the rating allocated to Certificates of the
type being issued under the Programme generally or, where the issue has been
specifically rated, that rating.)]
>5LVN)DFWRUV
[,QFOXGHDQ\SURGXFWVSHFLILFULVNIDFWRUVZKLFKDUH QRWFRYHUHG XQGHU5LVN)DFWRUVLQ WKH%DVH
3URVSHFWXVRULQUHODWLRQWR86&HUWLILFDWHV,IDQ\VXFKDGGLWLRQDOULVNIDFWRUVQHHGWREHLQFOXGHG
FRQVLGHUDWLRQ VKRXOG EH JLYHQ DV WR ZKHWKHU WKH\ FRQVWLWXWH VLJQLILFDQW QHZ IDFWRUV DQG
FRQVHTXHQWO\WULJJHUWKHQHHGIRUHLWKHULDVXSSOHPHQWWRWKH%DVH3URVSHFWXVXQGHU$UWLFOHRI
WKH 3URVSHFWXV 'LUHFWLYH WKH SXEOLFDWLRQ RI ZKLFK ZRXOG LQ WXUQ WULJJHU WKH LQYHVWRUV
ULJKW WR
ZLWKGUDZWKHLUDFFHSWDQFHVZLWKLQDKRXUWLPHSHULRGRULLD3URVSHFWXV]]
>1RWLILFDWLRQ
7KH &RPPLVVLRQ GH 6XUYHLOODQFH GX 6HFWHXU )LQDQFLHU ZKLFK LV WKH /X[HPERXUJ FRPSHWHQW
DXWKRULW\IRUWKHSXUSRVHRIWKH3URVSHFWXV'LUHFWLYH>KDVEHHQUHTXHVWHGWRSURYLGHKDVSURYLGHG
LQFOXGHILUVWDOWHUQDWLYHIRUDQLVVXHZKLFKLVFRQWHPSRUDQHRXVZLWKWKHHVWDEOLVKPHQWRUXSGDWHRI
WKH3URJUDPPHDQGWKHVHFRQGDOWHUQDWLYHIRUVXEVHTXHQWLVVXHV@WKH>,WDOLDQ1DWLRQDO&RPPLVVLRQ
IRU WKH &RPSDQLHV DQG WKH 0DUNHW ± &2162%@ >LQFOXGH QDPHV RI FRPSHWHQW DXWKRULWLHV RI KRVW
0HPEHU6WDWHV@ZLWKDFHUWLILFDWHRIDSSURYDODWWHVWLQJWKDWWKH%DVH3URVSHFWXVKDVEHHQGUDZQXS
LQDFFRUGDQFHZLWKWKH3URVSHFWXV'LUHFWLYH.]
10155-01337 ICM:5176639.9
60
The Issuer [and the Guarantor] has [have] authorised the use of these Final Terms and the Base
Prospectus dated 30 May 2007 by the Managers [and [LQFOXGH QDPHV >DQG DGGUHVVHV@ RI RWKHU
ILQDQFLDO LQWHUPHGLDULHV LQYROYHG LQ WKH RIIHU 25 FRQVLGHU D JHQHULF GHVFULSWLRQ RI RWKHU SDUWLHV
LQYROYHGLQQRQH[HPSWRIIHUVHJRWKHUSDUWLHVDXWKRULVHGE\WKH0DQDJHUVRULIUHOHYDQWQRWH
WKDW RWKHU SDUWLHV PD\ PDNH QRQH[HPSW RIIHUV LQ WKH 3XEOLF 2IIHU -XULVGLFWLRQV GXULQJ WKH 2IIHU
3HULRG LI QRW NQRZQ]] (together with the Managers, the )LQDQFLDO ,QWHUPHGLDULHV)in connection
with offers of the Certificates to the public in [LQVHUWMXULVGLFWLRQVZKHUHWKH3URVSHFWXVKDVEHHQ
DSSURYHG DQG SXEOLVKHG DQG MXULVGLFWLRQV LQWR ZKLFK LW KDV EHHQ SDVVSRUWHG [(3XEOLF 2IIHU
-XULVGLFWLRQV)]IRUWKHSHULRGVHWRXWLQSDUDJUDSK>9@EHORZ[(2IIHU3HULRG]].G
>,QWHUHVWVRI1DWXUDODQG/HJDO3HUVRQV,QYROYHGLQWKH>,VVXH2IIHU@
Need to include a description of any interest, including conflicting ones, that is material to the
issue/offer, detailing the persons involved and the nature of the interest. May be satisfied by the
inclusion of the following statement:
"Save as discussed[ in "5LVN )DFWRUV" in the Base Prospectus], so far as the Issuer is aware, no
person involved in the offer of the Certificates has an interest material to the offer."]
>5HDVRQVIRUWKH2IIHU(VWLPDWHG1HW3URFHHGVDQG7RWDO([SHQVHV40 Reasons for the offer
[z]G
(See "8VHRI3URFHHGV" wording in Base Prospectus – if reasons for
offer different from making profit and/or hedging certain risks will
need to include those reasons here.)
Estimated net proceeds:
[z]G
(If proceeds are intended for more than one use will need to split out
and present in order of priority. If proceeds insufficient to fund all
proposed uses state amount and sources of other funding.)
Estimated total expenses:
[z] [,QFOXGHEUHDNGRZQRIH[SHQVHV]]G
3HUIRUPDQFH RI 8QGHUO\LQJ)RUPXOD2WKHU 9DULDEOH ([SODQDWLRQ RI (IIHFW RQ 9DOXH RI
,QYHVWPHQWDQG$VVRFLDWHG5LVNVDQG2WKHU,QIRUPDWLRQFRQFHUQLQJWKH8QGHUO\LQJ
[1HHG WR LQFOXGH GHWDLOV RI ZKHUH SDVW DQG IXWXUH SHUIRUPDQFH DQG YRODWLOLW\ RI WKH
LQGH[IRUPXODRWKHUYDULDEOHFDQEHREWDLQHGDQGDFOHDUDQGFRPSUHKHQVLYHH[SODQDWLRQRIKRZWKH
YDOXHRIWKHLQYHVWPHQWLVDIIHFWHGE\WKHXQGHUO\LQJDQGWKHFLUFXPVWDQFHVZKHQWKHULVNVDUHPRVW
HYLGHQW@>:KHUHWKHXQGHUO\LQJLVDQLQGH[QHHGWRLQFOXGHWKHQDPHRIWKHLQGH[DQGDGHVFULSWLRQ
LIFRPSRVHGE\WKH,VVXHUDQGLIWKHLQGH[LVQRWFRPSRVHGE\WKH,VVXHUQHHGWRLQFOXGHGHWDLOVRI
ZKHUHWKHLQIRUPDWLRQDERXWWKHLQGH[FDQEHREWDLQHG]
:KHUH&HUWLILFDWHVDUH,WDOLDQ/LVWHG&HUWLILFDWHVLQFOXGH&DVK6HWWOHPHQW$PRXQW\LHOGVFHQDULRV
LH SRVLWLYH VFHQDULR LQWHUPHGLDWH VFHQDULR DQG ZRUVW FDVH VFHQDULR LQFOXGH EDFN WHVWLQJ
VLPXODWLRQDQGLQFOXGHWKHVRXUFHRIDOOWKLUGSDUW\LQIRUPDWLRQ]41
40
41
Disclosure in respect of Estimated Net Proceeds and Total Expenses is only required if reasons for the offer are disclosed.
Additional consideration should be given to disclosure in the case of US Certificates.
10155-01337 ICM:5176639.9
61
2SHUDWLRQDO,QIRUPDWLRQ
[Relevant Clearing System(s):
[Euroclear
and
Clearstream,
Luxembourg/DTC/Euroclear
France/Iberclear/VPC/Monte Titoli/RWKHU]
If other than Euroclear Bank S.A./N.V., [Identification number(s)]
Clearstream Banking, société anonyme,
Euroclear France, include the relevant
identification number(s) and in the case of
VPC Certificates, the VPC Certificate Agent:
[VPC Certificate Agent:
[Svenska Handelsbanken AB (publ)/RWKHU]
Address: [
42
>7HUPVDQG&RQGLWLRQVRIWKH3XEOLF2IIHU@
Conditions to which the offer is subject:
[z]G
Total amount of the issue/offer; if the
amount is not fixed, description of the
arrangements and time for announcing to the
public the definitive amount of the offer:
[z]G
The time period, including any possible
amendments, during which the offer will be
open and description of the application
process:
[z]G
A description of the possibility to reduce
subscriptions and the manner for refunding
excess amount paid by applicants:
[z]G
Details of the minimum and/or maximum
amount of application:42
[z]G
Method and time limits for paying up the
Certificates and for delivery of the
Certificates:
[z]G
Manner and date in which results of the offer
are to be made public:
[z]G
Categories of potential investors to which
the Certificates are offered:
[z]G
Whether in number of warrants or aggregate amount to invest.
10155-01337 ICM:5176639.9
62
]]
[)RUH[DPSOH:
"/HJDOHQWLWLHVZKLFKDUHDXWKRULVHGRUUHJXODWHGWR
RSHUDWH LQ WKH ILQDQFLDO PDUNHWV RU LI QRW VR
DXWKRULVHGRUUHJXODWHGZKRVHFRUSRUDWHSXUSRVHLV
VROHO\WRLQYHVWLQVHFXULWLHV
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FRQVROLGDWHGDFFRXQWV."]
[z]G
Process for notification to applicants of the
amount allotted and indication whether
dealing may begin before notification is
made:
>3ODFLQJDQG8QGHUZULWLQJ@43 Name and address of the co-ordinator(s) of
the global offer and of single parts of the
offer:
[z]G
Name and address of any paying agents and
depository agents in each country (in
addition to the Principal Paying Agent):
[z]G
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:
[z]G
When the underwriting agreement has been
or will be reached:
[z]G
<LHOG
[$QLQGLFDWLRQRI\LHOG'HVFULEHWKHPHWKRGZKHUHE\WKDW\LHOGLVFDOFXODWHGLQVXPPDU\IRUP.]
43
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To the extent known to the Issuer, of the placers in the various countries where the offer takes place.
10155-01337 ICM:5176639.9
63
5(1281&(0(17127,&(
(to be completed by the Holder of the Certificate)
[BNP Paribas Arbitrage Issuance B.V./BNP Paribas]
[LQVHUWWLWOHRI&HUWLILFDWHV]
ISIN: [ ]
(the "&HUWLILFDWHV)
To:
Monte Titoli S.p.A.
[DGGUHVV]
Fax No:[ ]
Copy: [Italian Agent]
[DGGUHVV]
Fax No:[ ]
We the undersigned Intermediary
_________________________
holding in custody the Certificates
on behalf of our client hereby communicate that we are renouncing the automatic exercise on the Exercise
Date of the rights granted by the Certificates in accordance with the Terms and Conditions of the
Certificates, as amended and/or supplemented by the applicable Final Terms (the "&HUWLILFDWH7HUPV").
ISIN Code of the Certificates:
_________________________
Number of Certificates the subject of this notice:
_________________________
The undersigned understands that if this Renouncement Notice is not completed and delivered as provided in
the Certificate Terms or is determined to be incomplete or not in proper form (in the determination of the
relevant Clearing System in consultation with the Italian Certificate Agent), or is not copied to the Italian
Certificate Agent immediately after being delivered or sent to the relevant Clearing System it will be treated
as null and void.
If this Renouncement Notice is subsequently corrected to the satisfaction of the relevant Clearing System, in
consultation with the Italian Certificate Agent, it will be deemed to be a new Renouncement Notice
submitted at the time such correction was delivered to the relevant Clearing System and the Italian
Certificate Agent.
10155-01337 ICM:5176639.9
64
Expressions defined in the Certificate Terms shall bear the same meanings in this Renouncement Notice.
Place and date:
_________________________
Signature of the legal representative of the Intermediary.]44
[Declaration of receipt of this Final Terms dated [z] by the investor in the Certificates
I …………………………. hereby declare that I have received and read the Final Terms dated …………...
before purchasing the Securities described therein.
_________________________dated _____________________
[Investor'
s signature]]45
44
45
Insert in the case of Italian Listed Certificates.
Only applicable where the Certificates are offered to the public in Italy but are unlisted.
10155-01337 ICM:5176639.9
65
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[Other or Alternative Definitions/Provisions]
[z]G
10155-01337 ICM:5176639.9
66
2))(5,1*$1'6$/(
The following Italian selling restriction shall replace the existing Italian selling restriction in the Offering and
Sale section of the Base Prospectus:
5HSXEOLFRI,WDO\
Until the offering of the Securities has been registered pursuant to Italian securities legislation, no Securities
may be offered, sold or delivered, nor may copies of the Base Prospectus or of any other document relating
to the Securities be distributed in the Republic of Italy, except:
(a)
to qualified investors (RSHUDWRUL TXDOLILFDWL) (the 4XDOLILHG ,QYHVWRUV), as defined in Article 31,
second paragraph, of CONSOB (the Italian Securities Exchange Commission) Regulation No. 11522
of 1 July 1998, as amended (&2162%5HJXODWLRQ1R); or
(b)
in circumstances which are exempted from the rules on solicitation of investments pursuant to
Article 100 of Legislative Decree No. 58 of 24 February 1998, as amended (the ,WDOLDQ)LQDQFLDO
6HUYLFHV$FW) and Article 33, first paragraph, of CONSOB Regulation No. 11971 of 14 May 1999,
as amended (&2162%5HJXODWLRQ1R).
Any offer, sale or delivery of the Securities or distribution of copies of the Base Prospectus or any other
document relating to the Securities in the Republic of Italy under (a) or (b) above must be:
(i)
made by an investment firm, bank or financial intermediary permitted to conduct such activities in
the Republic of Italy in accordance with the Italian Financial Services Act, CONSOB Regulation
No. 11522 and Legislative Decree No. 385 of 1 September 1993, as amended (the ,WDOLDQ%DQNLQJ
$FW); and
(ii)
in compliance with Article 129 of the Italian Banking Act, as amended, and the implementing
guidelines of the Bank of Italy, as amended from time to time, pursuant to which the Bank of Italy
may request information on the issue or the offer of securities in the Republic of Italy; and
(iii)
in compliance with any other applicable laws and regulations or requirement imposed by CONSOB.
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GLVWULEXWLRQRIWKH6HFXULWLHVRQWKHVHFRQGDU\PDUNHWLQ,WDO\PXVWEHPDGHLQFRPSOLDQFHZLWKWKHSXEOLF
RIIHUDQGWKHSURVSHFWXVUHTXLUHPHQWUXOHVSURYLGHGXQGHUWKH,WDOLDQ)LQDQFLDO6HUYLFHV$FWDQG&2162%
5HJXODWLRQ 1R )DLOXUH WR FRPSO\ ZLWK VXFK UXOHV PD\ UHVXOW LQ WKH VDOH RI VXFK 6HFXULWLHV EHLQJ
GHFODUHGQXOODQGYRLGDQGLQWKHOLDELOLW\RIWKHLQWHUPHGLDU\WUDQVIHUULQJWKHILQDQFLDOLQVWUXPHQWVIRUDQ\
GDPDJHVVXIIHUHGE\WKHLQYHVWRUV.
10155-01337 ICM:5176639.9
67
,7$/,$17$;$7,21
The following Italian taxation section shall replace the existing Italian taxation section in the Base
Prospectus.
"The following is a summary of current Italian law and practise relating to the taxation of the Warrants and
Certificates. The statements herein regarding taxation are based on the laws in force in Italy as at the date of
this Base Prospectus and are subject to any changes in law occurring after such date, which changes could be
made on a retroactive basis. The following summary does not purport to be a comprehensive description of
all the tax considerations which may be relevant to a decision to subscribe for, purchase, own or dispose of
the Securities and does not purport to deal with the tax consequences applicable to all categories of investors,
some of which (such as dealers in securities or commodities) may be subject to special rules.
Legislative Decree No. 344 of 12 December 2003 published in the Italian Official Gazette of 16 December
2003 No, 261 (Ordinary Supplement No. 190), effective as of 1 January 2004 introduced the reform of
taxation of corporations and of certain financial income amending the Italian Income Taxes Consolidated
Code.
Legislative Decree No. 247 of 19 November 2005 (known as the &RUUHWWLYR,5(6) published in the Italian
Official Gazette No. 280 of 1 December 2005, amended Decree No. 344 on certain provisions related to the
taxation of corporations and of certain financial income.
In the near future, the Italian Government could be authorised by Parliament to amend the tax treatment of
financial income, introducing a fixed withholding tax on financial incomes not exceeding 20 per cent., which
may impact upon the tax regime of the Securities.
Prospective investors are advised to consult their own tax advisers concerning the overall tax consequences
of their interest in the Securities.
,WDOLDQWD[DWLRQRI6HFXULWLHV
Pursuant to Article 67 of Presidential Decree No. 917 of 22 December 1986 and Legislative Decree No. 461
of 21 November 1997, as subsequently amended, where the Italian resident Securityholder is (i) an
individual not engaged in an entrepreneurial activity to which the Securities are connected, (ii) a noncommercial partnership, (iii) a non-commercial private or public institution, or (iv) an investor exempt from
Italian corporate income taxation, capital gains accrued under the sale or the exercise of the Securities are
subject to a 12.5% substitute tax LPSRVWD VRVWLWXWLYD). The recipient may opt for three different taxation
criteria:
(1) Under the tax declaration regime (UHJLPHGHOODGLFKLDUD]LRQH), which is the default regime for Italian
resident individuals not engaged in an entrepreneurial activity to which the Securities are connected, the
LPSRVWDVRVWLWXWLYD on capital gains will be chargeable, on a cumulative basis, on all capital gains, net of
any incurred capital loss, realised by the Italian resident individual holding the Securities not in
connection with an entrepreneurial activity pursuant to all sales or redemptions of the Securities carried
out during any given tax year. Italian resident individuals holding the Securities not in connection with
an entrepreneurial activity must indicate the overall capital gains realised in any tax year, net of any
relevant incurred capital loss, in the annual tax return and pay LPSRVWDVRVWLWXWLYD on such gains together
with any balance income tax due for such year. Capital losses in excess of capital gains may be carried
forward against capital gains realised in any of the four succeeding tax years.
10155-01337 ICM:5176639.9
68
(2) As an alternative to the tax declaration regime, Italian resident individuals holding the Securities not in
connection with an entrepreneurial activity may elect to pay the LPSRVWDVRVWLWXWLYD separately on capital
gains realised on each sale or redemption of the Securities (the “ ULVSDUPLRDPPLQLVWUDWR” regime). Such
separate taxation of capital gains is allowed subject to (i) the Securities being deposited with Italian
banks, SIMs or certain authorised financial intermediaries and (ii) an express election for the ULVSDUPLR
DPPLQLVWUDWR regime being timely made in writing by the relevant Securityholder. The depository is
responsible for accounting for LPSRVWD VRVWLWXWLYD in respect of capital gains realised on each sale or
redemption of the Securities (as well as in respect of capital gains realised upon the revocation of its
mandate), net of any incurred capital loss, and is required to pay the relevant amount to the Italian tax
authorities on behalf of the taxpayer, deducting a corresponding amount from the proceeds to be
credited to the Securityholder or using funds provided by the Securityholder for this purpose. Under the
ULVSDUPLR DPPLQLVWUDWR regime, where a sale or redemption of the Securities results in a capital loss,
such loss may be deducted from capital gains subsequently realised, within the same securities
management, in the same tax year or in the following tax years up to the fourth. Under the ULVSDUPLR
DPPLQLVWUDWR regime, the Securityholder is not required to declare the capital gains in the annual tax
return.
(3) Any capital gains realised by Italian resident individuals holding the Securities not in connection with
an entrepreneurial activity who have entrusted the management of their financial assets, including the
Securities, to an authorised intermediary and have opted for the so-called “ ULVSDUPLR JHVWLWR” regime
will be included in the computation of the annual increase in value of the managed assets accrued, even
if not realised, at year end, subject to a 12.5 per cent. substitute tax, to be paid by the managing
authorised intermediary. Under this ULVSDUPLR JHVWLWR regime, any depreciation of the managed assets
accrued at year end may be carried forward against increase in value of the managed assets accrued in
any of the four succeeding tax years. Under the ULVSDUPLR JHVWLWR regime, the Securityholder is not
required to declare the capital gains realised in the annual tax return.
Where an Italian resident Securityholder is a company or similar commercial entity, or the Italian permanent
establishment of a foreign commercial entity to which the Securities are effectively connected, capital gains
arising from the Securities will not be subject to LPSRVWD VRVWLWXWLYD, but must be included in the relevant
Securityholder’ s income tax return and are therefore subject to Italian corporate tax.
Capital gains realised by non-Italian resident Securityholders are not subject to Italian taxation, provided that
the Securities are held outside of Italy.
$W\SLFDOVHFXULWLHV
In accordance with a different interpretation of current tax law, it is possible that Certificates would be
considered as '
atypical'securities pursuant to Article 8 of Law Decree No. 512 of 30 September 1983 as
implemented by Law No. 649 of 25 November 1983. In this event, payments relating to Certificates may be
subject to an Italian withholding tax, levied at the rate of 27 per cent.
The 27 per cent. withholding tax mentioned above does not apply to payments made to a non-Italian resident
holder of the Certificate or to an Italian resident holder of the Certificate which is (i) a company or similar
commercial entity (including the Italian permanent establishment of foreign entities), (ii) a commercial
partnership, or (iii) a commercial private or public institution.
3D\PHQWVPDGHE\DQRQUHVLGHQW*XDUDQWRU
With respect to payments made to Italian resident Securityholders by a non Italian resident guarantor, in
accordance with one interpretation of Italian tax law, any such payment made by the Italian non resident
10155-01337 ICM:5176639.9
69
guarantor could be treated, in certain circumstances, as a payment made by the relevant Issuer and would
thus be subject to the tax regime described in the previous paragraphs of this section.
(86DYLQJV'LUHFWLYH
Under EC Council Directive 2003/48/EC on the taxation of savings income, Member States are required to
provide to the tax authorities of another Member State, details of payments of interest (or similar income)
paid by a person within its jurisdiction to an individual resident in that other Member State. However, for a
transitional period, Belgium, Luxembourg and Austria are instead required (unless during that period they
elect otherwise) to operate a withholding system in relation to such payments (the ending of such transitional
period being dependent upon the conclusion of certain other agreements relating to information exchange
with certain other countries). A number of non-EU countries and territories including Switzerland have
adopted similar measures (a withholding system in the case of Switzerland).
,PSOHPHQWDWLRQLQ,WDO\RIWKH(86DYLQJV'LUHFWLYH
Italy has implemented the EU Savings Directive through Legislative Decree No. 84 of 18 April 2005
("'HFUHH1R"). Under Decree No. 84, subject to a number of important conditions being met, in the case
of interest paid starting from 1 July 2005 to individuals which qualify as beneficial owners of the interest
payment and are resident for tax purposes in another Member State, Italian paying agents (i.e. banks, VRFLHWj
GLLQWHUPHGLD]LRQHPRELOLDUH (SIM), fiduciary companies, VRFLHWjGLJHVWLRQHGHOULVSDUPLR (SGR) resident
for tax purposes in Italy, Italian permanent establishments of non-Italian resident persons and any other
Italian entity paying interest for professional or commercial reasons) shall not apply the withholding tax and
shall report to the Italian Tax Authorities details of the relevant payments and personal information on the
individual beneficial owner. Such information is transmitted by the Italian Tax Authorities to the competent
foreign tax authorities of the State of residence of the beneficial owner."
10155-01337 ICM:5176639.9
70
$11(;
%133$5,%$6¶&2162/,'$7('),1$1&,$/67$7(0(176)257+(),567+$/)2)
&2162/,'$7('),1$1&,$/67$7(0(176
)LUVWKDOIRI
10155-01337 ICM:5176639.9
71
&217(176
CONSOLIDATED FINANCIAL STATEMENTS ......................................................................................... 73
profit and loss account for the first half of 2007................................................................................. 73
BALANCE SHEET AT 30 JUNE 2007 ............................................................................................. 74
statement of changes in shareholders’ EQUITY BETWEEN 1 JAN 2005 AND 30 june 2007......... 75
STATEMENT OF CASH FLOWS FOR THE FIRST HALF OF 2007............................................. 81
NOTES TO THE FINANCIAL STATEMENTS ............................................................................................ 83
1.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES APPLIED BY THE BNP Paribas Group
Part 1
1.a .................................................................................... Applicable accounting standards
Part 2
1.b.................................................................................................................. Consolidation
Part 3
1.c ..........................................................................Financial assets and financial liabilities
Part 4
1.d.........................................................................................................................Insurance
Part 5
1.e ...................................................... Property, plant and equipment and intangible assets
Part 6
1.f ............................................................................................................................. Leases
Part 7
1.g........................................ Non-current assets held for sale and discontinued operations
Part 8
1.h...........................................................................................................Employee benefits
Part 9
1.i....................................................................................................... Share-based payment
Part 10
1.j................................................................................Provisions recorded under liabilities
Part 11
1.k..............................................................................................Current and deferred taxes
Part 12
1.l................................................................................................... Statement of cash flows
Part 13
1.m................................... Use of estimates in the preparation of the Financial Statements
2. NOTES TO THE profit and loss account FOR THE FIRST HALF OF 2007
Part 1
2.a............................................................................................. Net interest income
Part 2
2.b .................. Net gain/loss on financial instruments at fair value through profit or loss
Part 3
2.c.................................................. Net gain/loss on available-for-sale financial assets
Part 4
2.d .......................................................................... Net income from other activities
Part 5
2.e........................................................................................................ Cost of risk
Part 6
2.f .......................................................................................... Corporate income tax
3. SEGMENT Information
4. ADDITIONAL INFORMATION
Part 1
4.a...................................................... Changes in share capital and earnings per share
Part 2
4.b ........................................................................................Scope of consolidation
Part 3
4.c........................................................................................ Business combinations
10155-01337 ICM:5176639.9
72
83
83
83
85
92
93
94
94
95
96
97
97
97
98
99
99
100
101
102
103
103
104
107
107
112
132
&2162/,'$7('),1$1&,$/67$7(0(176
3UHSDUHGLQDFFRUGDQFHZLWK,QWHUQDWLRQDO)LQDQFLDO5HSRUWLQJ
6WDQGDUGVDVDGRSWHGE\WKH(XURSHDQ8QLRQ
SURILWDQGORVVDFFRXQWIRUWKHILUVWKDOIRI
( )*#+ ,%+ ( %+ ,+ ( )*#+ ,%+ -/.0 $'%"1 ././2
-/.0 $!"
1 ././(
-/.0 $'%"1 ./.#3
!#"%$'& '
Note
Interest income
2.a
27,816
21,704
13,948
Interest expense
2.a
(23,341)
(16,965)
(10,161)
Commission income
5,337
5,252
3,959
Commission expense
(1,869)
(2,361)
(1,685)
Net gain/loss on financial instruments at fair value through profit or loss
2.b
4,796
3,698
2,354
Net gain/loss on available-for-sale financial assets
2.c
1,518
914
1,019
Income from other activities
2.d
13,004
10,101
10,755
on other activities
Expenses
2.d
(10,834)
(8,281)
(9,415)
45#687'94:
4*;
4<>=)?5
Operating expense
Depreciation, amortisation and impairment of property, plant and equipment
and intangible assets
;DC*=E!E=)F!5!C'96
Cost of risk
=DF'5!C'9>6
4*;
4;
45#6
2.e
4<>=)?5
4*<=)?5
Corporate
income tax
2.f
4*<=)?5
Net
income attributable
to minority interests
4*<=)?59>6'6*C
7K*697>L!5D6=M5%NDK
@ .%A 2/2/B
(8,951)
(7,732)
(5,997)
(483)
Net gain/loss on non-current assets
45#6
@ B%A ./( 1
(%A G/G%-
4*<=)?5
Share of earnings of associates
F!C5H 69>I84>5#6
@ (%A B 1 2
(518)
(%A B#2#3
(237)
3#A (/2/3
217
121
60
33
(341)
BA B#-#(
(212)
BA 1/1 B
176
116
(%A 2/3 1
3#A J 1 G
BA 3 @ (
(1,728)
(1,643)
(1,152)
3%A . 1 B
235
BA 2/J/G
6!OQP=)L!R>5!C*E
(418)
3#A G @ 1
B%A @ J/(
272
-#A G @ B
-%A -/(/B
188
-%A @ 2#(
Basic earnings per share
4.a
5.22
4.42
3.81
Diluted earnings per share
4.a
5.18
4.37
3.77
10155-01337 ICM:5176639.9
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%$/$1&(6+((7$7-81(
S
TUV W W V XTYX!Z#[%\'] X'Y
^/_`\'T%[a#_/_/b
^%cd[/ea#_#_/f
^%cd[/ea#_/_#g
$66(76
Cash and amounts due from central banks and post office banks
Financial assets at fair value through profit or loss
Derivatives used for hedging purposes
Available-for-sale financial assets
Loans and receivables due from credit institutions
Loans and receivables due from customers
Remeasurement adjustment on interest-rate risk hedged portfolios
Held-to-maturityfinancial assets
Current and deferred tax assets
Accrued income and other assets
Investments in associates
Investment property
Property, plant and equipment
Intangible assets
Goodwill
h'ihjkjl!l*m#hl
11,154
900,137
2,721
102,572
62,283
426,795
(676)
15,119
3,028
107,028
2,749
6,074
12,591
1,628
10,400
c/n f/f#^#n f#_/^
9,642
744,858
2,803
96,739
75,170
393,133
(295)
15,149
3,443
66,915
2,772
5,813
12,470
1,569
10,162
c/n o/o%_#n ^o%^
7,115
700,525
3,087
92,706
45,009
301,196
(61)
15,445
2,135
65,327
1,823
5,255
9,213
1,225
8,079
cn a#g/p%n _/b/q
/,$%,/,7,(6
Due to central banks and post office banks
Financial liabilities at fair value through profit or loss
Derivatives used for hedging purposes
Due to credit institutions
Due to customers
Debt securities
Remeasurement adjustment on interest-rate risk hedged portfolios
Current and deferred tax liabilities
Accrued expenses and other liabilities
Technical reserves of insurance companies
Provisions for contingencies and charges
Subordinated debt
r'srtuu!v twv u!v rv xy
2,149
808,793
1,967
150,882
321,865
128,332
(1)
2,040
76,200
91,966
4,932
17,440
z{ |/}/|#{ ~/|/~
&2162/,'$7('(48,7<
%# % %// #/ D
# #/# / #/
# %¡D¢ % # // £¤ £/ # #/ #
Total capital and retained earnings and net income for the period
attributable to shareholders
Unrealised or deferred gains and losses attributable to shareholders
r'srtuu!v twv u!v rv xy)t¸>¹Qx%ºD»v r¼
10155-01337 ICM:5176639.9
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! //
/
/ /
¥#/
#
47,755
44,487
35,247
4,828
r'ª² §%«¶/ª·/ª« ± ¬!§/² ©#¬©/¯°'± ² ³
z{ z%{ }/#|
#
~%{ z}
Minority interests
z/{ /#~#{ ~z
742
610,681
1,015
118,893
247,494
84,629
901
2,206
48,446
76,523
3,850
16,706
' %/
4,455
y¦%§¨ ©%¦%ª*« ¬'©%¨ /®©#¯°!± ² ³
939
653,328
1,335
143,650
298,652
121,559
367
2,306
53,661
87,044
4,718
17,960
5,025
´#%{ ~z
5,312
5,471
´#}#{ µ%z
5,275
~/µ#{ }//
~/´%{ //´
´#~#{ /%
z{ |/|/#{ |/}/
z/{ ´/´%}#{ /´#
z{ #~/#{ }/µ/
74
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0RYHPHQWVGXULQJWKH\HDU
Share capital
and additional
paid-in capital
In millions of euros
Ø%å/ÛØ#Ù ß Ú/Õà ×Ú×Ý#Þ#ß à áÕ à#è'éÕå#ÞÕÖ á>êëëìÕí à ×Ö/Õä/ä#Ö Ø%ä/Ö ß Õà ß Ø%å
Øíå/×à/ß å/ãØ%î×
ç
Ó#Ô/ÕÖ ×Ô/Ø#Ù Ú#×Ö ÛÜ ×Ý%Þ/ß à á
Preferred
shares and
equivalent
instruments
è êï èëð
Elimination of
own equity
instruments
ñ
ò êï óóèô
èõï óèè
Øà ÕÙãÕä#ß à ÕÙ
â
ÕåÚÖ ×à Õß å/×Ú
×ÕÖ å/ß å/æ/Û
êõï ëìð
Ø÷×î
×åà ÛÕÖ ß Ûß å/æ
í Ö Ø%îøÖ ×Ù Õ à ß Ø%åÛùß à Ô
ÛÔ/ÕÖ ×ÔØ%Ù Ú/×Ö Û
ö
16
(691)
Increase in share capital
Reduction in share capital
Issue of preferred shares
Movements of own equity instruments
Share-based payment plans
Dividends on preferred shares
Transaction carried out with minorityinterests
691
1,114
ò óõìô
èï èè ú
(248)
37
(42)
4
úûë
ò è (90)
êûô
ò êêô
à Ô/×Ö#î
Ø÷×î
×åà Û
ü
å#Ö ×ÕÙ ß Û×ÚØ#Ö/Ú/×í ×Ö Ö ×Úæ/Õß å/ÛÕåÚÙ Ø/ÛÛ×Û*í Ø#Öà Ô×>ä/×Ö ß Ø#Ú
ý
Changes in fair value of financial instruments through shareholders’ equity
Changes in fair value of financial instruments through profit and loss
Effect of movements in exchange rates
Share of changes in net assets of equity-accounted joint enterprises
ñ
ñ
Ø%å/ÛØ#Ù ß Ú/Õà ×Ú×Ý#Þ#ß à áÕ àÿë*éÞ#å×*êëëì ç
èèï úÿú
èï èè ú
16
1,114
(290)
41
õ(90)
ð/è
ò êêô
-ñ
ñ
ñ
×à/ß å/ãØ#î
×*í Ø#Ö/ó>î
Ø#åà ÔÛà Øÿë Þ/å/×*êëëì
þ
ò êï èûèô
ÿï èõó
ÿï èõó
êëï óÿõ
ÿèï ëëú
Ø÷×î
×åà ÛÕÖ ß Ûß å/æ
í Ö Ø%îøÖ ×Ù Õ à ß Ø%åÛùß à Ô
ÛÔ/ÕÖ ×ÔØ%Ù Ú/×Ö Û
ö
270
(2,003)
Issue of preferred shares
2,003
1,310
13
-
ò èï õÿÿô
èï ÿèë
êï ëèó
à Ô/×Ö#î
Ø÷×î
×åà Û
ü
å#Ö ×ÕÙ ß Û×ÚØ#Ö/Ú/×í ×Ö Ö ×Úæ/Õß å/ÛÕåÚÙ Ø/ÛÛ×Û*í Ø#Öà Ô×>ä/×Ö ß Ø#Ú
ý
þ
ç
Retained
earnings and
net income for
the period
ñ
ñ
ðï õëè
êï úêú
ò èìô
ò è ìô
ñ
-ñ
ñ
×à/ß å/ãØ#î
×*í Ø#Ö/ó>î
Ø#åà ÔÛà ØÿèÚ/×ã×î×Öêëëì
Ø%å/ÛØ#Ù ß Ú/Õà ×Ú×Ý#Þ#ß à áÕ àÿè!×ã×î/×Öêëëì
(21)
31
(19)
ò è(2)
èô
ò èóìô
270
1,310
(8)
31
(19)
èï ìû(2)
ê
êï óõó
êï óõó
êÿï êûõ
ÿìï êúõ
(1) The impacts of adopting IFRS applicable at 1 January 2005 were revised after the publication of first-half 2005 financial statements.
The changes related to (i) put options awarded by the Group to certain minority shareholders of subsidiaries over which the Group
exercises exclusive control; (ii) the call option granted to the shareholders of a non-consolidated jointly-controlled subsidiary; and (iii) the
Group’ s acquisition of shares issued by subsidiaries under exclusive control. The combined impact of these changes was a reduction of
EUR 139 million in retained earnings attributable to the Group and of EUR 96 million in minority interests at 30 June 2005.
10155-01337 ICM:5176639.9
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Cumulative
translation
adjustment
!" #
Available-forsale reserve
-,./#
Hedging
reserve
01 0/2
304
8
0%-,.
25
/65
01 434
50%-
135
26
8
(1)
0..
8
8
96
8
945
(532)
410
(34)
(286)
212
3
31 7- 2
16
1,114
(290)
41
(90)
945
(532)
410
(34)
051 074
31 .73
883
(170)
135
241
270
1,310
(8)
31
(19)
(2)
/70#
-1 67,2
-1 672
/%1 4.4
044
3%1 75.
/37
51 3.-
361 .%-,7
051 046
8
-,5/
3-
- 34
2
8
7
45
8
/30:9 ; <
51 - 7/
(148)
(72)
16
1,114
(290)
41
(148)
(162)
(6)
158
-
939
(532)
568
(34)
//6#
0#
8
(111)
94
883
(170)
135
241
-1 /--
3%1 .67
163
-1 57/
-,5#
-,4%-
---,#
158
3%1 07,/
8
& !" , (6)
- 77
8
& % * " + " , //6#
0#
.72
01 -,.4
-
Unrealised or
deferred gains
and losses
(148)
(72)
.2 //#
.7,2
8
1,169
(170)
Retained
earnings and
net income for
the period
061 45/
-
8
849
(532)
& % 01 520
8
410
(33)
$ "% " & % " %' ( ")
-,5/
-,77
2301 043
3%1 7/5
361 /--
163
(111)
94
270
1,473
(8)
31
(130)
92
7
45
-
890
(170)
180
241
- 34
2
76
-1 ./7
4#
5/
5/
/30
-1 - 3/%1 2- 2
20
51 /.5
351 220
(2) The portion of net income for the period attributable to minority shareholders in respect of whose shares the Group has
granted a put option has been transferred to retained earnings attributable to BNP Paribas shareholders, on the “ Other
movements” line. The corresponding amount for the second half of 2005 was EUR 3 million.
10155-01337 ICM:5176639.9
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10155-01337 ICM:5176639.9
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(1,379)
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1,398
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J >A@W Bh%AW AOJ E
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m
Retained
earnings and
net income for
the period
338
Issue and redemption of preferred shares
Additional dividends paid out of net income 2005
Interim dividends paid out of net income for the period
Impact of the acquisition of a controlling interest in BNL
Impact of acquisitions carried out subsequentlyto the acquisition of a
controlling interest in BNL
Other transactions carried out with minorityinterests
l
YeTd
n
U,[ Y ce
_
Bh%AW AOJ E?@ I EI OQ ] @ BWi@ AC ? J I BO%EkjI J > E>?@ A>%BC DA@ E
g
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n
A,JI OMBW A] B@c\W BOJ >%EkJ BTZp HOAYZZc
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(327)
44
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Elimination of
own equity
instruments
1,398
J >A@W Bh%AW AOJ E
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m
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shares and
equivalent
instruments
5,567
Impact of the acquisition of a controlling interest in BNL
Impact of acquisitions carried out subsequentlyto the acquisition of a
controlling interest in BNL
l
Share capital
and additional
paid-in capital
(51)
36
(62)
-
T ^ U n
_ a
U eYU
a _
338
625
(1,430)
77
(62)
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(210)
(210)
T(63)
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(63)
b ` T d
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translation
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1

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35

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(2)
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(11)

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(155)
2,476
(155)
2,476
5,567
1,398
(346)
38
(173)
2,476
(1,880)
(2,319)
(2,319)
(4,199)
79
221
221

%

25
(138)
-
(883)
(372)
(635)
40
%

,

(908)
(372)
(497)
40
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25
(138)

338
625
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77
(62)
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1,749
(280)
(166)
(12)
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136
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1,398
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38
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%,

% ,
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(510)
(372)

Retained
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,

,

% ,

(70)
(12)
(13)
(108)
(369)
(70)
(12)
(13)
(108)
338
256
(1,430)
77
(132)
(12)
(13)
(108)
(210)
(41)
(41)
(251)
(63)

169

106
,

1
(20)
-
1,750
(280)
(186)
(12)
(369)
1,749
(280)
(166)
(12)

1
(20)

% %
%

,

%
movements” line. The corresponding amount was EUR 4 million for the first half of 2006 and EUR 6 million for the
second half.
10155-01337 ICM:5176639.9
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78

%,
,%
0RYHPHQWVGXULQJWKHILUVWKDOI
¡®¤¡¢ ¨ £,© £ ¦§¨ © ªS ©%±%²³ ¬ ´µ ¶··¸
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¶¸ ¶ ±¾
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2,009
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Elimination of
own equity
instruments
115
Interim dividends paid out of net income for the period
Additional impact of the acquisition of Banca Nazionale del Lavoro
Æ
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shares and
equivalent
instruments
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and additional
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°
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(320)
Ý 24à
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ñ
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409
(603)
ë
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89
(603)
(123)
Ý ò 23à
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í%ì í
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Retained
earnings and
net income for
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é ë è
í ì ï
Ýè ê à
ì ð%ï
ò
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-
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(123)
Ý è(2)
ëà
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î
ë
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(492)
(125)
(5)
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ïòò
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89
(603)
(123)
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ñ
è
ì î%ï
Ý ëëà
ï
ë ë
ìï ó
ë ê è
í%ì í
Ý è éëòà
ì
ë êòê
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(492)
(125)
(5)
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115
1,517
(565)
(30)
(191)
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(134)
3
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16
16
(21)
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(21)
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í%ì ó
ì ï,ð
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and losses
ë ë
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115
2,009
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(134)
èé -
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Unrealised or â
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ç
deferred gains
Ý
èèé
íí
à
í%ì
êèê
movements” line. The corresponding amount was EUR 6 million for the first half of 2007.
10155-01337 ICM:5176639.9
80
ó%ò ï,ð
ï
105
(603)
(144)
Ý ò 23
éà
ë ï ê
ë ì ð%ï ê
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ø
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" !# $
Net depreciation/amortisation expense on property, plant and equipment and intangible assets
1,311
Impairment of goodwill and other non-current assets
Net addition to provisions
Net income from investing activities
Net (income) loss from financing activities
Other movements
%0H ÿ û øÿ
3 %ü H= ý3ÿÿ ÿ4%øHÉü û Nû ü û û %ÿOø H)NL ý;K û øO3 û Jû û ÿ
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1,187
366
(11)
(10)
(25)
4,922
1,489
3,167
(217)
(121)
(176)
(57)
(32)
(110)
(197)
74
(161)
(20,036)
3,277
" $
(2,832)
" $
Net increase (decrease) in cash related to transactions with credit institutions
20,057
(5,614)
5,623
Net (decrease) increase in cash related to transactions with customers
(4,417)
13,375
(6,700)
Net decrease in cash related to transactions involving other financial assets and liabilities
(7,405)
(6,262)
(2,699)
(967)
(1,342)
(347)
Taxes paid
(1,221)
(483)
(372)
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Net decrease in cash related to transactions involving non-financial assets and liabilities
Net (decrease) increase in cash related to acquisitions and disposals of consolidated entities
(145)
(14,170)
227
(584)
" $
(429)
" ! $
(397)
" !$
(Decrease) increase in cash and equivalents related to transactions with shareholders
(3,298)
2,946
(2,285)
Other increases in cash and equivalents generated by other financing activities
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4,386
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Net balance of cash accounts and accounts with central banks and post office banks
Net balance of demand loans and deposits - credit institutions
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6,642
6,634
7,362
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9,006
10,036
9,682
Net balance of demand loans and deposits - credit institutions
3,368
(2,024)
244
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10155-01337 ICM:5176639.9
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International Financial Reporting Standards (IFRS) were applied to the consolidated financial statements from 1 January 2005 (the
date of first-time adoption) in accordance with the requirements of IFRS 1 “ First-time Adoption of International Financial Reporting
Standards” and of other IFRS, based on the version and interpretations of standards adopted within the European Union.
The content of these interim consolidated financial statements complies with IAS 34 “ Interim Financial Reporting” , which allows the
publication of condensed financial information for interim periods.
The application as of 1 January 2007 of the new standards, amendments to existing standards and new interpretations adopted within
the European Union and whose application was compulsory at that date had no impact on the condensed interim financial statements
for the six months ended 30 June 2007.
E &2162/,'$7,21
E
6&23( 2) &2162/,'$7,21
The consolidated financial statements of BNP Paribas include all entities under the exclusive or joint control of the Group or over
which the Group exercises significant influence, with the exception of those entities whose consolidation is regarded as immaterial to
the Group. The consolidation of an entity is regarded as immaterial if it fails to meet any of the following thresholds: a contribution
of more than EUR 8 million to consolidated net banking income, more than EUR 1 million to consolidated gross operating income or
net income before tax (versus EUR 4 million in 2005), or more than EUR 40 million to total consolidated assets. Companies that
hold shares in consolidated companies are also consolidated.
Subsidiaries are consolidated from the date on which the Group obtains effective control. Entities under temporary control are
included in the consolidated financial statements until the date of disposal.
The Group also consolidates special purpose entities (SPEs) formed specifically to manage a transaction or a group of transactions
with similar characteristics, even where the Group has no equity interest in the entity, provided that the substance of the relationship
indicates that the Group exercises control as assessed by reference to the following criteria:
the activities of the SPE are being conducted exclusively on behalf of the Group, such that the Group obtains benefits from
those activities;
the Group has the decision-making and management powers to obtain the majority of the benefits of the ordinary activities of
the SPE (as evidenced, for example, by the power to dissolve the SPE, to amend its bylaws, or to exercise a formal veto over
amendments to its bylaws);
the Group has the ability to obtain the majority of the benefits of the SPE, and therefore may be exposed to risks incident to the
activities of the SPE. These benefits may be in the form of rights to some or all of the SPE’ s earnings, to a share of its net
assets, to benefit from one or more assets, or to receive the majority of the residual assets in the event of liquidation;
the Group retains the majority of the risks taken by the SPE in order to obtain benefits from its activities. This would apply, for
example, if the risk exposure of outside investors is significantly reduced as a result of a guarantee from a Group company.
E
&2162/,'$7,21 0(7+2'6
Enterprises under the exclusive control of the Group are fully consolidated. The Group has exclusive control over an enterprise where
it is in a position to govern the financial and operating policies of the enterprise so as to obtain benefits from its activities. Exclusive
control is presumed to exist when the BNP Paribas Group owns, directly or indirectly, more than half of the voting rights of an
enterprise. It also exists when the Group has power to govern the financial and operating policies of the enterprise under an
10155-01337 ICM:5176639.9
83
agreement; to appoint or remove the majority of the members of the Board of Directors or equivalent governing body; or to cast the
majority of votes at meetings of the Board of Directors or equivalent governing body.
Currently exercisable or convertible potential voting rights are taken into account when determining the percentage of control held.
Jointly-controlled companies are consolidated by the proportional method. The Group exercises joint control when under a
contractual arrangement, strategic financial and operating decisions require the unanimous consent of the parties that share control.
Enterprises over which the Group exercises significant influence (associates) are accounted for by the equity method. Significant
influence is the power to participate in the financial and operating policy decision-making of an enterprise without exercising control.
Significant influence is presumed to exist when the Group holds, directly or indirectly, 20% or more of the voting power of an
enterprise. Interests of less than 20% are excluded from consolidation unless they represent a strategic investment and the Group
effectively exercises significant influence. This applies to companies developed in partnership with other groups, where the BNP
Paribas Group participates in the strategic decision-making of the enterprise through representation on the Board of Directors or
equivalent governing body, exercises influence over the enterprise’ s operational management by supplying management systems or
decision-making tools, and provides technical assistance to support the enterprise’ s development.
Changes in the net assets of associates (companies accounted for under the equity method) are recognised in “ Investments in
associates” on the assets side of the balance sheet, and in the relevant component of shareholders’ equity. Goodwill on associates is
also included in “ Investments in associates” .
If the Group’ s share of losses of an associate equals or exceeds the carrying amount of its investment in the associate, the Group
discontinues including its share of further losses. The investment is reported at nil value. Additional losses of the associate are
provided for only to the extent that the Group has a legal or constructive obligation to do so, or has made payments on behalf of the
associate.
Minority interests are presented separately in the consolidated profit and loss account and balance sheet. The calculation of minority
interests takes account of outstanding cumulative preferred shares classified as equity instruments and issued by subsidiaries, and
held outside the Group.
Realised gains and losses on investments in consolidated undertakings are recognised in the profit and loss account under “ Net gain
on non-current assets” .
E
&2162/,'$7,21 352&('85(6
The consolidated financial statements are prepared using uniform accounting policies for reporting like transactions and other events
in similar circumstances.
P
Elimination of intragroup balances and transactions
Intragroup balances arising from transactions between consolidated enterprises, and the transactions themselves (including income,
expenses and dividends), are eliminated. Profits and losses arising from intragroup sales of assets are eliminated, except where there
is an indication that the asset sold is impaired. Unrealised gains and losses included in the value of available-for-sale assets are
maintained in the consolidated financial statements.
P
Translation of financial statements expressed in foreign currencies
The consolidated financial statements of BNP Paribas are prepared in euros.
The financial statements of enterprises whose functional currency is not the euro are translated using the closing rate method. Under
this method, all assets and liabilities, both monetary and non-monetary, are translated using the spot exchange rate at the balance
sheet date. Income and expense items are translated at the average rate for the period.
The same method is applied to the financial statements of enterprises located in hyperinflationary economies, after adjusting for the
effects of inflation by applying a general price index.
Differences arising on the translation of balance sheet items and profit and loss items are recorded in shareholders’ equity under
“ Cumulative translation adjustment” for the portion attributable to shareholders, and in “ Minority interests” for the portion
attributable to outside investors. Under the optional treatment permitted by IFRS 1, the Group has reset at zero, by transfer to retained
earnings, all cumulative translation differences attributable to shareholders and to minority interests in the opening balance sheet at 1
January 2004.
On liquidation or disposal of some or all of the interest held in a foreign enterprise, the portion of the cumulative translation
adjustment recorded in shareholders’ equity in respect of the interest liquidated or disposed of is recognised in the profit and loss
account.
E
P
%86,1(66 &20%,1$7,216 $1' 0($685(0(17 2) *22':,//
Business combinations
Business combinations are accounted for by the purchase method. Under this method, the acquiree’ s identifiable assets, liabilities and
contingent liabilities that meet the IFRS recognition criteria are measured at fair value at the acquisition date except for non-current
assets classified as assets held for sale, which are accounted for at fair value less costs to sell. The Group may recognise any
adjustments to the provisional accounting within 12 months of the acquisition date.
10155-01337 ICM:5176639.9
84
The cost of a business combination is the fair value, at the date of exchange, of assets given, liabilities assumed, and equity
instruments issued to obtain control of the acquiree, plus any costs directly attributable to the combination.
Goodwill represents the difference between the cost of the combination and the acquirer’ s interest in the net fair value of the
identifiable assets, liabilities and contingent liabilities of the acquiree at the acquisition date. Positive goodwill is recognised in the
acquirer’ s balance sheet, and negative goodwill is recognised immediately in profit or loss, on the acquisition date.
Goodwill is recognised in the functional currency of the acquiree and translated at the closing exchange rate.
The BNP Paribas Group tests goodwill for impairment on a regular basis.
As permitted under IFRS 1, business combinations that took place before 1 January 2004 and were recorded in accordance with the
previously applicable accounting standards (French GAAP), have not been restated in accordance with the principles set out above.
P
Cash-generating units
46
The BNP Paribas Group has split all its activities into cash-generating units , representing major business lines. This split is
consistent with the Group’ s organisational structure and management methods, and reflects the independence of each unit in terms of
results and management methods; it is subject to regular review in order to take account of events likely to affect the composition of
cash-generating units, such as acquisitions, disposals and major reorganisations.
P
Testing cash-generating units for impairment
Goodwill allocated to cash-generating units is tested for impairment annually and whenever there is an indication that a unit may be
impaired, by comparing the carrying amount of the unit with its recoverable amount. If the recoverable amount is less than the
carrying amount, an irreversible impairment loss is recognised, writing down the goodwill by the excess of the carrying amount of
the unit over its recoverable amount.
P
Recoverable amount of a cash-generating unit
The recoverable amount of a cash-generating unit is the higher of the fair value of the unit and its value in use.
Fair value is the price that would be obtained from selling the unit at the market conditions prevailing at the date of measurement, as
determined mainly by reference to actual prices of recent transactions involving similar entities or on the basis of stock market
multiples for comparable companies.
Value in use is based on an estimate of the future cash flows to be generated by the cash-generating unit, derived from the annual
forecasts prepared by the unit’ s management and approved by Group Executive Management and from analyses of long-term trends
of the market positioning of the unit’ s activities. These cash flows are discounted at a rate that reflects the return that investors would
require from an investment in the business sector and region involved.
F
F
),1$1&,$/$66(76$1'),1$1&,$//,$%,/,7,(6
/2$16 $1' 5(&(,9$%/(6
Loans and receivables include credit provided by the Group, the Group’ s share in syndicated loans, and purchased loans that are not
quoted in an active market, unless they are held for trading purposes. Loans that are quoted in an active market are classified as
“ Available-for-sale financial assets” and measured using the methods applicable to this category.
Loans and receivables are initially measured at fair value, which is usually the net amount disbursed at inception including directly
attributable origination costs and certain types of fees or commission (syndication commission, commitment fees and handling
charges) that are regarded as an adjustment to the effective interest rate on the loan.
Loans and receivables are subsequently measured at amortised cost. The income from the loan, representing interest plus transaction
costs and fees/commission included in the initial value of the loan, is calculated using the effective interest method and taken to profit
or loss over the life of the loan.
Commission earned on financing commitments prior to the inception of a loan is deferred and included in the value of the loan when
the loan is made.
Commission earned on financing commitments where the probability of drawdown is low, or there is uncertainty as to the timing and
amount of drawdowns, is recognised on a straight-line basis over the life of the commitment.
F
46
5(*8/$7(' 6$9,1*6 $1' /2$1 &2175$&76
As defined by IAS 36.
10155-01337 ICM:5176639.9
85
Home savings accounts ( Q)R'S=T?U VW3XT5Y'Z#[4\V] ^)R[4VSDV\U_ “ CEL” ) and home savings plans (`ba Y'\/W?cBd XT1YZ#[4\V)^)R[8VSeV\U – “ PEL” ) are
government-regulated retail products sold in France. They combine a savings phase and a loan phase which are inseparable, with the
loan phase contingent upon the savings phase.
These products contain two types of obligation for BNP Paribas: (i) an obligation to pay interest on the savings for an indefinite
period, at a rate set by the government on inception of the contract (in the case of PEL products) or at a rate reset every six months
using an indexation formula set by law (in the case of CEL products); and (ii) an obligation to lend to the customer (at the customer’ s
option) an amount contingent upon the rights acquired during the savings phase, at a rate set on inception of the contract (in the case
of PEL products) or at a rate contingent upon the savings phase (in the case of CEL products).
The Group’ s future obligations in respect of each generation (in the case of PEL products, a generation comprises all products with
the same interest rate at inception; in the case of CEL products, all such products constitute a single generation) are measured by
discounting potential future earnings from at-risk outstandings for that generation.
At-risk outstandings are estimated on the basis of a historical analysis of customer behaviour, and equate to:
for the loan phase: statistically probable loan outstandings and actual loan outstandings;
for the savings phase: the difference between statistically probable outstandings and minimum expected outstandings, with
minimum expected outstandings being deemed equivalent to unconditional term deposits.
Earnings for future periods from the savings phase are estimated as the difference between (i) the reinvestment rate and (ii) the fixed
savings interest rate on at-risk savings outstandings for the period in question. Earnings for future periods from the loan phase are
estimated as the difference between (i) the refinancing rate and (ii) the fixed loan interest rate on at-risk loan outstandings for the
period in question.
The reinvestment rate for savings and the refinancing rate for loans are derived from the swap yield curve and from the spreads
expected on financial instruments of similar type and maturity. Spreads are determined on the basis of actual spreads on (i) fixed-rate
home loans in the case of the loan phase and (ii) euro-denominated life assurance products in the case of the savings phase. In order
to reflect the uncertainty of future interest rate trends, and the impact of such trends on customer behaviour models and on at-risk
outstandings, the obligations are estimated using the Monte Carlo method.
Where the sum of the Group’ s estimated future obligations in respect of the savings and loan phases of any generation of contracts
indicates a potentially unfavourable situation for the Group, a provision is recognised (with no offset between generations) in the
balance sheet in “ Provisions for contingencies and charges” . Movements in this provision are recognised as interest income in the
profit and loss account.
F
P
6(&85,7,(6
Categories of securities
Securities held by the Group are classified in one of three categories.
-
Financial assets at fair value through profit or loss comprise:
financial assets held for trading purposes;
-
financial assets that the Group has opted, on initial recognition, to recognise and measure at fair value through profit
or loss using the fair value option available under IAS 39.
Securities in this category are measured at fair value at the balance sheet date. Changes in fair value (excluding accrued
interest on fixed-income securities) are presented in the profit and loss account under “ Net gain/loss on financial
instruments at fair value through profit or loss” , along with dividends from variable-income securities and realised gains
and losses on disposal.
Income earned on fixed-income securities classified in this category is shown under “ Interest income” in the profit and loss
account.
Fair value incorporates an assessment of the counterparty risk on these securities.
-
Held-to-maturity financial assets
Held-to-maturity financial assets are investments with fixed or determinable payments and fixed maturity that the Group
has the intention and ability to hold until maturity. Hedges contracted to cover assets in this category against interest rate
risk do not qualify for hedge accounting as defined in IAS 39.
Assets in this category are accounted for at amortised cost using the effective interest method, which builds in amortisation
of premium and discount (corresponding to the difference between the purchase price and redemption value of the asset)
and incidental acquisition costs (where material). Income earned from this category of assets is included in “ Interest
income” in the profit and loss account.
-
10155-01337 ICM:5176639.9
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Available-for-sale financial assets are fixed-income and variable-income securities other than those classified as “ fair value
through profit or loss” or “ held-to-maturity” .
Assets included in the available-for-sale category are initially recorded at fair value plus transaction costs where material.
At the balance sheet date, they are remeasured to fair value, with changes in fair value (excluding accrued interest) shown
on a separate line in shareholders’ equity, “ Unrealised or deferred gains or losses” . On disposal, or on recognition of an
impairment loss, these unrealised gains and losses are transferred from shareholders’ equity to the profit and loss account,
where they are shown on the line “ Net gain/loss on available-for-sale financial assets” .
Gains and losses realised on disposal of available-for-sale financial assets are taken to the profit and loss account under
“ Net gain/loss on available-for-sale financial assets” . Income recognised using the effective interest method derived from
fixed-income available-for-sale securities is recorded in “ Interest income” in the profit and loss account. Dividend income
from variable-income securities is recognised in “ Net gain/loss on available-for-sale financial assets” when the Group’ s
right to receive payment is established.
P
Repurchase agreements and securities lending/borrowing
Securities temporarily sold under repurchase agreements continue to be recorded in the Group’ s balance sheet in the category of
securities to which they belong. The corresponding liability is recognised in the appropriate debt category in the balance sheet except
in the case of repurchase agreements contracted for trading purposes, where the corresponding liability is classified in “ Financial
liabilities at fair value through profit or loss” .
Securities temporarily acquired under reverse repurchase agreements are not recognised in the Group’ s balance sheet. The
corresponding receivable is recognised in “ Loans and receivables” except in the case of reverse repurchase agreements contracted for
trading purposes, where the corresponding receivable is recognised in “ Financial assets at fair value through profit or loss” .
Securities lending transactions do not result in derecognition of the loaned securities, and securities borrowing transactions do not
result in recognition of the borrowed securities in the balance sheet, except in cases where the borrowed securities are subsequently
sold by the Group. In such cases, the obligation to deliver the borrowed securities on maturity is recognised in the balance sheet
under “ Financial liabilities at fair value through profit or loss” .
P
fbgg
Date of recognition for securities transactions
Rh/\U i \0[
g
g
a Y/WW0i ji Y U i R/\
klYU VBR jbZV
- At fair value through profit or loss
- Held-to-maturity financial assets
- Available-for-sale financial assets
- Repurchase agreements at fair value through profit or loss
- Repurchase agreements in loans & receivables and debt
- Sale of borrowed securities
g
R[4\4i U i R/\
Trade date
Trade date
Trade date
Settlement date
Settlement date
Settlement date
Securities transactions are carried on the balance sheet until the Group’ s rights to receive the related cash flows expire, or until the
Group has transferred substantially all the risks and rewards incident to ownership of the securities.
F
)25(,*1 &855(1&< 75$16$&7,216
The methods used to account for assets and liabilities relating to foreign currency transactions entered into by the Group, and to
measure the foreign exchange risk arising on such transactions, depends upon whether the asset or liability in question is classified as
a monetary or a non-monetary item.
-
Monetary assets and liabilities(47) expressed in foreign currencies
Monetary assets and liabilities expressed in foreign currencies are translated into the functional currency of the relevant
Group entity at the closing rate. Translation differences are recognised in the profit and loss account, except for those
arising on financial instruments designated as a cash flow hedge or a net foreign investment hedge, which are recognised in
shareholders’ equity.
-
Non-monetary assets and liabilities expressed in foreign currencies
Non-monetary assets may be measured either at historical cost or at fair value. Non-monetary assets expressed in foreign
currencies are translated using the exchange rate at the date of the transaction if they are measured at historical cost, and at
the closing rate if they are measured at fair value.
Translation differences on non-monetary assets expressed in foreign currencies and measured at fair value (variable-income
securities) are recognised in the profit and loss account if the asset is classified in “ Financial assets at fair value through
profit or loss” , and in shareholders’ equity if the asset is classified in “ Available-for-sale financial assets” , unless the
47
Monetary assets and liabilities are assets and liabilities to be received or paid in fixed or determinable amounts of money.
10155-01337 ICM:5176639.9
87
financial asset in question is designated as an item hedged against foreign exchange risk in a fair value hedging
relationship, in which case the translation difference is recognised in the profit and loss account.
F
P
,03$,50(17 2) ),1$1&,$/ $66(76
Impairment of loans and receivables and held-to-maturity financial assets, provisions for financing and guarantee commitments
An im p a ir m en t los s is recogn is ed a ga in s t loa n s a n d h eld -t o-m a t u r it y fin a n cia l a s s et s
wh en t h er e is ob ject ive evid en ce of a m ea s u r a b le d ecr ea s e in va lu e a s a res u lt of a n even t
occu rr in g a ft er in cep t ion of t h e loa n or a cqu is ition of t h e a s s et. Loa n s a re a s s es s ed for
evid en ce of im p a irm en t in it ia lly on a n in d ivid u a l b a s is , a n d s u b s equ en t ly on a p or t folio
b a s is . Sim ila r p r in cip les a r e a p p lied t o fin a n cin g a n d gu a r a n t ee com m itm en t s en tered
in t o b y t h e Gr ou p .
At in d ivid u a l level, th e a m ou n t of th e im p a irm en t is th e d ifferen ce b et ween t h e ca r ryin g
a m ou n t b efor e im p a ir m en t a n d t h e p res en t va lu e, d is cou n t ed a t th e or igin a l effect ive
in t er es t r a t e of t h e a s s et , of th os e com p on en t s (p r in cip a l, in t eres t , colla t era l, et c.)
r ega r d ed a s r ecover a b le. Ch a n ges in th e a m ou n t of im p a ir m en t los s es a r e t a k en t o th e
p r ofit a n d los s a ccou n t u n d er “ Cos t of r is k ”. An y s u b s equ en t d ecr ea s e in a n im p a ir m en t
los s t h a t ca n b e rela t ed ob ject ively t o a n even t occu rr in g a ft er th e im p a ir m en t los s wa s
r ecogn is ed is cred it ed t o t h e p rofit a n d los s a ccou n t , a ls o u n d er “ Cos t of ris k ”. On ce a n
a s s et h a s b een im p a ir ed , t h e n ot ion a l in t er es t ea r n ed on t h e ca r ryin g a m ou n t of th e
a s s et (ca lcu la t ed a t th e or igin a l effect ive in t eres t ra t e u s ed t o d is cou n t th e es t im a ted
r ecover a b le ca s h flows ) is r ecogn is ed in “ In t er es t in com e” in th e p r ofit a n d los s a ccou n t .
Counterparties that are not individually impaired are risk-assessed on the basis of portfolios of loans with similar characteristics. This
assessment draws upon an internal rating system based on historical data, adjusted as necessary to reflect circumstances prevailing at
the balance sheet date. It enables the Group to identify groups of counterparties which, as a result of events occurring since inception
of the loans, have collectively acquired a probability of default at maturity that provides objective evidence of impairment of the
entire portfolio, but without it being possible at that stage to allocate the impairment to individual counterparties. This assessment
also estimates the amount of the loss on the portfolios in question, taking account of trends in the economic cycle during the
assessment period. Changes in the amount of portfolio impairments are taken to the profit and loss account under “ Cost of risk” .
P
Impairment of available-for-sale financial assets
Impairment of available-for-sale financial assets (which mainly comprise securities) is recognised on an individual basis if there is
objective evidence of impairment as a result of one or more events occurring since acquisition. In the case of variable-income
securities quoted in an active market, a prolonged or significant decline in the quoted price below acquisition cost is regarded as
objective evidence of impairment.
Impairment losses taken against fixed-income securities are recognised in “ Cost of risk” , and may be reversed through the profit and
loss account in the event of an increase in fair value that relates objectively to an event occurring after the last impairment was
recognised.
Impairment losses taken against variable-income securities are recognised as a component of net banking income on the line “ Net
gain/loss on available-for-sale financial assets” , and may not be reversed through the profit and loss account until the securities in
question are sold. Any subsequent decline in fair value constitutes an additional impairment loss, recognised in the profit and loss
account.
F
,668(6 2) '(%7 6(&85,7,(6 Financial instruments issued by the Group qualify as debt instruments if the Group company issuing the instruments has a contractual
obligation to deliver cash or another financial asset to the holder of the instrument. The same applies if the Group may be obliged to
exchange financial assets or financial liabilities with another entity under conditions that are potentially unfavourable to the Group,
or to deliver a variable number of the Group’ s own equity instruments.
Issues of debt securities are initially recognised at the issue value including transaction costs, and are subsequently measured at
amortised cost using the effective interest method.
Bonds redeemable for or convertible into equity instruments of the Group are accounted for as hybrid instruments with a debt
component and an equity component, determined on initial recognition.
Upon first-time adoption of international financial reporting standards at 1 January 2005, the BNP Paribas Group continued
classifying undated subordinated debt and other undated subordinated notes as a component of debt. The International Financial
Reporting Interpretations Committee (IFRIC) was subsequently asked to consider the classification of such instruments under IAS 32
"Financial Instruments: Disclosure and Presentation". The IFRIC rejected the request for an interpretation in November 2006, but
10155-01337 ICM:5176639.9
88
comments received regarding this issue will be examined by the International Accounting Standard Board (IASB). Pending a formal
opinion from the IASB, BNP Paribas continues to classify these instruments as debt rather than equity. The impacts of reclassifying
the instruments as equity would not be material.
F
2:1 (48,7< ,167580(176 $1' 2:1 (48,7< ,167580(17 '(5,9$7,9(6
The term “ own equity instruments” refers to shares issued by the parent company (BNP Paribas SA) or by its fully-consolidated
subsidiaries.
Own equity instruments held by the Group, also known as treasury shares, are deducted from consolidated shareholders’ equity
irrespective of the purpose for which they are held. Gains and losses arising on such instruments are eliminated from the consolidated
profit and loss account.
When the Group acquires equity instruments issued by subsidiaries under the exclusive control of BNP Paribas, the difference
between the acquisition price and the share of net assets acquired is recorded in retained earnings attributable to BNP Paribas
shareholders. Similarly, the liability corresponding to put options granted to minority shareholders in such subsidiaries, and changes
in the value of that liability, are offset initially against minority interests, with any surplus offset against retained earnings attributable
to BNP Paribas shareholders.
Own equity instrument derivatives are treated as follows, depending on the method of settlement:
as equity instruments if they are settled by physical delivery of a fixed number of own equity instruments for a fixed amount of
cash or other financial asset. Such instruments are not revalued ;
as debt instruments if the contract includes an obligation, whether contingent or not, for the issuer to repurchase its own shares;
as derivatives if they are settled in cash, or if the issuer can choose whether they are settled by physical delivery of the shares or
in cash. Changes in value of such instruments are taken to the profit and loss account.
F
'(5,9$7,9( ,167580(176 $1' +('*( $&&2817,1* All derivative instruments are recognised in the balance sheet on the trade date at the transaction price, and are remeasured to fair
value on the balance sheet date.
P
Derivatives held for trading purposes
Derivatives held for trading purposes are recognised in the balance sheet in “ Financial assets at fair value through profit or loss”
when their fair value is positive, and in “ Financial liabilities at fair value through profit or loss” when their fair value is negative.
Realised and unrealised gains and losses are taken to the profit and loss account on the line “ Net gain/loss on financial instruments at
fair value through profit or loss” .
P
Derivatives and hedge accounting
Derivatives contracted as part of a hedging relationship are designated according to the purpose of the hedge.
Fair value hedges are used in particular to hedge interest rate risk on fixed-rate assets and liabilities, both for identified financial
instruments (securities, debt issues, loans, borrowings) and for portfolios of financial instruments (in particular, demand deposits and
fixed-rate loans).
Cash flow hedges are used in particular to hedge interest rate risk on floating-rate assets and liabilities, including rollovers, and
foreign exchange risk on highly probable forecast foreign currency revenues.
At the inception of the hedge, the Group prepares formal documentation of the hedging relationship identifying the instrument (or
portion of the instrument or portion of risk) that is being hedged; the hedging strategy and the type of risk covered; the hedging
instrument; and the methods used to assess the effectiveness of the hedging relationship.
On inception and at least quarterly, the Group assesses, consistently with the original documentation, the actual (retrospective) and
expected (prospective) effectiveness of the hedging relationship. Retrospective effectiveness tests are designed to assess whether
actual changes in the fair value or cash flows of the hedging instrument and the hedged item are within a range of 80% to 125%.
Prospective effectiveness tests are designed to ensure that expected changes in the fair value or cash flows of the derivative over the
residual life of the hedge adequately offset those of the hedged item. For highly probable forecast transactions, effectiveness is
assessed largely on the basis of historical data for similar transactions.
Un d er IAS 3 9 a d op t ed b y t h e E u rop ea n Un ion , in t er es t r a t e r is k h ed gin g r ela t ion s h ip s
b a s ed on p ort folios of a s s et s or lia b ilit ies qu a lify for fa ir va lu e h ed ge a ccou n t in g a s
follows :
- t h e r is k d es ign a t ed a s b ein g h ed ged is th e in t er es t ra t e r is k a s s ocia t ed wit h t h e
in t erb a n k ra t e com p on en t of in t eres t r a t es on com m er cia l b a n k in g t ra n s a ction s (loa n s
t o cu s t om ers , s a vin gs a ccou n ts a n d d em a n d d ep os it s );
- t h e in s t r u m en t s d es ign a t ed a s b ein g h ed ged cor r es p on d , for ea ch m a t u r it y b a n d , to a
p ort ion of th e in t eres t ra t e ga p a s s ocia t ed wit h t h e h ed ged u n d er lyin gs ;
- t h e h ed gin g in s t ru m en t s u s ed con s is t exclu s ively of “ p la in va n illa ” s wa p s ;
10155-01337 ICM:5176639.9
89
- p r os p ect ive h ed ge effect iven es s is es t a b lis h ed b y t h e fa ct t h a t a ll d er iva t ives m u s t, on
in cep t ion , h a ve t h e effect of r ed u cin g in t er es t ra t e r is k in t h e p or t folio of h ed ged
u n d er lyin gs . Ret r os p ect ively, a h ed ge will b e d is qu a lified fr om h ed ge a ccou n t in g on ce
a s h ort fa ll a r is es in t h e u n d er lyin gs s p ecifica lly a s s ocia t ed wit h th a t h ed ge for ea ch
m a t u r it y b a n d (d u e t o p r ep a ym en t of loa n s or wit h d r a wa ls of d ep os it s ).
The accounting treatment of derivatives and hedged items depends on the hedging strategy.
In a fair value hedging relationship, the derivative instrument is remeasured at fair value in the balance sheet, with changes in fair
value taken to profit or loss in “ Net gain/loss on financial instruments at fair value through profit or loss” , symmetrically with the
remeasurement of the hedged item to reflect the hedged risk. In the balance sheet, the fair value remeasurement of the hedged
component is recognised in accordance with the classification of the hedged item in the case of a hedge of identified assets and
liabilities, or under “ Remeasurement adjustment on interest rate risk hedged portfolios” in the case of a portfolio hedging
relationship.
If a hedging relationship ceases or no longer fulfils the effectiveness criteria, the hedging instrument is transferred to the trading book
and accounted for using the treatment applied to this asset category. In the case of identified fixed-income instruments, the
remeasurement adjustment recognised in the balance sheet is amortised at the effective interest rate over the remaining life of the
instrument. In the case of interest rate risk hedged fixed-income portfolios, the adjustment is amortised on a straight-line basis over
the remainder of the original term of the hedge. If the hedged item no longer appears in the balance sheet, in particular due to
prepayments, the adjustment is taken to the profit and loss account immediately.
In a cash flow hedging relationship, the derivative is stated at fair value in the balance sheet, with changes in fair value taken to
shareholders’ equity on a separate line, “ Unrealised or deferred gains or losses” . The amounts taken to shareholders’ equity over the
life of the hedge are transferred to the profit and loss account under “ Net interest income” as and when the cash flows from the
hedged item impact profit or loss. The hedged items continue to be accounted for using the treatment specific to the asset category to
which they belong.
Cash flow hedges contracted to protect the Group against foreign currency risk qualified for cash flow hedge accounting up to 31
December 2005, whenever the currency hedged was a currency other than the euro. In an amendment to IAS 39 effective 1 January
2006, transactions carried out in the functional currency of the entity initiating the transaction may no longer be designated as the
hedged item in a foreign currency cash flow hedge. Any such hedges existing at that date were therefore disqualified from hedge
accounting.
If the hedging relationship ceases or no longer fulfils the effectiveness criteria, the cumulative amounts recognised in shareholders’
equity as a result of the remeasurement of the hedging instrument remain in equity until the hedged transaction itself impacts profit or
loss, or until it becomes clear that the transaction will not occur, at which point they are transferred to the profit and loss account.
If the hedged item ceases to exist, the cumulative amounts recognised in shareholders’ equity are immediately taken to the profit and
loss account.
Whatever the hedging strategy used, any ineffective portion of the hedge is recognised in the profit and loss account under “ Net
gain/loss on financial instruments at fair value through profit or loss” .
Hedges of net foreign-currency investments in subsidiaries and branches are accounted for in the same way as cash flow hedges. The
gains and losses initially recognised in shareholders’ equity are taken to the profit and loss account when the net investment is sold or
liquidated in full or in part.
P
Embedded derivatives
Derivatives embedded in hybrid financial instruments are extracted from the value of the host contract and accounted for separately
as a derivative if the hybrid instrument is not recorded as a financial asset or liability at fair value through profit or loss and if the
economic characteristics and risks of the embedded derivative are not closely related to those of the host contract.
F
'(7(50,1$7,21 2) )$,5 9$/8(
Financial assets and liabilities classified as fair value through profit or loss, and financial assets classified as available-for-sale, are
measured and accounted for at fair value, defined as the amount for which an asset could be exchanged, or a liability settled, between
knowledgeable, willing parties in an arm’ s length transaction. On initial recognition, the value of a financial instrument is generally
the transaction price (i.e., the value of the consideration paid or received).
Method of determining fair value
Fair value is determined:
–
on the basis of quoted prices in an active market; or,
–
using valuation techniques involving :
mathematical calculation methods based on accepted financial theories; and
parameters derived in some cases from the prices of instruments traded in active markets, and in others from
statistical estimates or other quantitative methods.
The distinction between the two valuation methods is made according to whether or not the instrument is traded in an active market.
10155-01337 ICM:5176639.9
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A market for an instrument is regarded as active, and hence liquid, if there is regular trading in that market, bids and offers are
matched, or instruments are traded that are very similar to the instrument being valued.
P
Instruments traded in active markets
If quoted prices in an active market are available, they are used to determine fair value. This method is used for quoted securities and
for derivatives traded on organised markets such as futures and options.
The majority of over-the-counter derivatives, swaps, forward rate agreements, caps, floors and standard options are traded in active
markets. Valuations are determined using generally accepted models (discounted cash flows, Black-Scholes model, interpolation
techniques) based on quoted market prices for similar instruments or underlyings.
The valuation derived from these models is adjusted for liquidity and credit risk.
Starting from valuations derived from median market prices, price adjustments are used to value the net position in each financial
instrument at bid price in the case of short positions, or at asking price in the case of long positions. Bid price is the price at which a
counterparty would buy the instrument, and asking price is the price at which a seller would sell the same instrument.
A counterparty risk adjustment is applied to the valuation derived from the model in order to reflect the credit quality of the
derivative instrument.
P
Instruments traded in inactive markets
-
Products traded in inactive markets and valued using an internal valuation model based on directly observable parameters
or on parameters derived from observable data
Some financial instruments, although not traded in an active market, are valued using methods based on observable market
data.
These models use market parameters calibrated on the basis of observable data such as yield curves, implicit volatility
layers of options, default rates, and loss assumptions obtained from consensus data or from active over-the-counter
markets. Valuations derived from these models are adjusted for liquidity risk and credit risk.
The margin generated when these financial instruments are traded is taken to the profit and loss account immediately.
-
Products traded in inactive markets and valued using an internal valuation model based on parameters that are not
observable or only partially observable
Some complex financial instruments, which are usually tailored, illiquid or have long maturities, are valued using
internally-developed techniques or techniques that are based on data only partially observable on active markets.
In the absence of observable data, these instruments are measured on initial recognition in a way that reflects the
transaction price, regarded as the best indication of fair value. Valuations derived from these models are adjusted for
liquidity risk and credit risk.
The margin generated when these complex financial instruments are traded (day one profit) is deferred and taken to the
profit and loss account over the period during which the valuation parameters are expected to remain non-observable.
When parameters that were originally non-observable become observable, or when the valuation can be substantiated by
comparison with recent similar transactions in an active market, the unrecognised portion of the day one profit is released
to the profit and loss account.
-
Unlisted equity securities
The fair value of unquoted equity securities is measured by comparison with recent transactions in the equity of the
company in question carried out with an independent third party on an arm’ s length basis. If no such reference is available,
the valuation is determined either on the basis of generally accepted practices (EBIT or EBITDA multiples) or of the
Group’ s share of net assets as calculated using the most recently available information.
F
),1$1&,$/ $66(76 $1' /,$%,/,7,(6 '(6,*1$7(' $7 )$,5 9$/8( 7+528*+
352),7 25 /266 )$,5 9$/8( 237,21
Th e a m en d m en t t o IAS 3 9 r ela t in g t o t h e “ fa ir va lu e op t ion ” wa s a d op t ed b y t h e
E u rop ea n Un ion on 1 5 Novem b er 2 0 0 5 , wit h effect fr om 1 J a n u a ry 2 0 0 5 .
Th is op t ion a llows en t it ies t o d es ign a t e a n y fin a n cia l a s s et or fin a n cia l lia b ilit y on in it ia l
r ecogn it ion a s m ea s u r ed a t fa ir va lu e, with ch a n ges in fa ir va lu e recogn is ed in p r ofit or
los s , in th e followin g ca s es :
h yb rid fin a n cia l in s tru m en t s con t a in in g on e or m or e em b ed d ed d eriva t ives wh ich
ot h erwis e wou ld h a ve b een ext r a ct ed a n d a ccou n t ed for s ep a ra t ely;
wh er e u s in g t h e op tion en a b les t h e en tit y t o elim in a t e or s ign ifica n t ly r ed u ce a
m is m a t ch in th e m ea s u r em en t a n d a ccou n t in g t rea t m en t of a s s et s a n d lia b ilit ies t h a t
wou ld a r is e if t h ey wer e t o b e cla s s ified in s ep a r a t e ca t egor ies ;
10155-01337 ICM:5176639.9
91
-
wh er e a gr ou p of fin a n cia l a s s et s a n d / or fin a n cia l lia b ilities is m a n a ged a n d
m ea s u r ed on t h e b a s is of fa ir va lu e, u n d er a p r op erly d ocu m en t ed m a n a gem en t a n d
in ves t m en t s t r a t egy.
BNP Pa r ib a s a p p lies th is op t ion p r im a rily t o fin a n cia l a s s ets rela t ed to u n it-lin k ed
b u s in es s (in ord er t o a ch ieve con s is t en cy of tr ea t m en t wit h th e rela ted lia b ilities ), a n d t o
s t r u ct u r ed is s u es con ta in in g s ign ifica n t em b ed d ed d er iva t ives .
F
,1&20( $1' (;3(16(6 $5,6,1* )520 ),1$1&,$/ $66(76 $1' ),1$1&,$/
/,$%,/,7,(6
Income and expenses arising from financial instruments measured at amortised cost and from fixed-income securities classified in
“ Available-for-sale financial assets” are recognised in the profit and loss account using the effective interest method.
The effective interest rate is the rate that exactly discounts estimated future cash flows through the expected life of the financial
instrument or, when appropriate, a shorter period to the net carrying amount of the asset or liability in the balance sheet. The effective
interest rate calculation takes account of (i) all fees received or paid that are an integral part of the effective interest rate of the
contract, (ii) transaction costs, and (iii) premiums and discounts.
The method used by the Group to recognise service-related commission income and expenses depends upon the nature of the service.
Commission treated as an additional component of interest is included in the effective interest rate, and is recognised in the profit and
loss account in “ Net interest income” . Commission payable or receivable on execution of a significant transaction is recognised in the
profit and loss account in full on execution of the transaction, under “ Net commission income” . Commission payable or receivable
for recurring services is recognised over the term of the service, also under “ Net commission income” .
Commission received in respect of financial guarantee commitments is regarded as representing the fair value of the commitment.
The resulting liability is subsequently amortised over the term of the commitment, under commission income in net banking income.
External costs that are directly attributable to an issue of new shares are deducted from equity net of all related taxes.
F
'(5(&2*1,7,21 2) ),1$1&,$/ $66(76 $1' ),1$1&,$/ /,$%,/,7,(6
The Group derecognises all or part of a financial asset either (i) when the contractual rights to the cash flows from the asset expire or
(ii) when the Group transfers the contractual rights to the cash flows from the asset and substantially all the risks and rewards of
ownership of the asset. Unless these conditions are fulfilled, the Group retains the asset in its balance sheet and recognises a liability
for the obligation created as a result of the transfer of the asset.
The Group derecognises all or part of a financial liability when the liability is extinguished in full or in part.
F
1(77,1* 2) ),1$1&,$/ $66(76 $1' ),1$1&,$/ /,$%,/,7,(6
A financial asset and a financial liability are offset and the net amount presented in the balance sheet if, and only if, the Group has a
legally enforceable right to set off the recognised amounts, and intends either to settle on a net basis, or to realise the asset and settle
the liability simultaneously.
G ,1685$1&(
The specific accounting policies relating to assets and liabilities generated by insurance contracts and financial contracts with a
discretionary participation feature written by fully-consolidated insurance companies are retained for the purposes of the consolidated
financial statements. These policies comply with IFRS 4.
All other insurance company assets and liabilities are accounted for using the policies applied to the Group’ s assets and liabilities
generally, and are included in the relevant balance sheet and profit and loss account headings in the consolidated financial statements.
G
$66(76
Financial assets and non-current assets are accounted for using the policies described elsewhere in this note. The only exceptions are
shares in civil property companies (SCIs) held in unit-linked insurance contract portfolios, which are measured at fair value on the
balance sheet date with changes in fair value taken to profit or loss.
Financial assets representing technical provisions related to unit-linked business are shown in “ Financial assets at fair value through
profit or loss” , and are stated at the realisable value of the underlying assets at the balance sheet date.
G
/,$%,/,7,(6
The Group’ s obligations to policyholders and beneficiaries are shown in “ Technical reserves of insurance companies” and comprise
liabilities relating to insurance contracts carrying a significant insurance risk (e.g., mortality or disability) and to financial contracts
with a discretionary participation feature, which are covered by IFRS 4. A discretionary participation feature is one which gives life
policyholders the right to receive, as a supplement to guaranteed benefits, a share of actual profits.
10155-01337 ICM:5176639.9
92
Liabilities relating to other financial contracts, which are covered by IAS 39, are shown in “ Due to customers” .
Unit-linked contract liabilities are measured by reference to the fair value of the underlying assets at the balance sheet date.
The technical reserves of life insurance subsidiaries consist primarily of mathematical reserves, which generally correspond to the
surrender value of the contract.
The benefits offered relate mainly to the risk of death (term life insurance, annuities, loan repayment, guaranteed minimum on unitlinked contracts) and, for borrowers insurance, to disability, incapacity and unemployment risks. These types of risks are controlled
by the use of appropriate mortality tables (certified tables in the case of annuity-holders), medical screening appropriate to the level
of benefit offered, statistical monitoring of insured populations, and reinsurance programmes.
Non-life technical reserves include unearned premium reserves (corresponding to the portion of written premiums relating to future
periods) and outstanding claims reserves, inclusive of claims handling costs.
The adequacy of technical reserves is tested at the balance sheet date by comparing them with the average value of future cash flows
as derived from stochastic analyses. Any adjustments to technical reserves are taken to the profit and loss account for the period. A
capitalisation reserve is set up in individual statutory accounts on the sale of amortisable securities in order to defer part of the net
realised gain and hence maintain the yield to maturity on the portfolio of admissible assets. In the consolidated financial statements,
the bulk of this reserve is reclassified to “ Policyholders’ surplus” on the liabilities side of the consolidated balance sheet; a deferred
tax liability is recognised on the portion taken to shareholders'equity.
This item also includes the policyholders’ surplus reserve resulting from the application of shadow accounting. This represents the
interest of policyholders, mainly within French life insurance subsidiaries, in unrealised gains and losses on assets where the benefit
paid under the policy is linked to the return on those assets. This interest is an average derived from stochastic analyses of unrealised
gains and losses attributable to policyholders in various scenarios.
G
352),7 $1' /266 $&&2817 Income and expenses arising on insurance contracts written by the Group are recognised in the profit and loss account under “ Income
from other activities” and “ Expenses on other activities” .
Other insurance company income and expenses are included in the relevant profit and loss account item. Consequently, movements
in the policyholders’ surplus reserve are shown on the same line as gains and losses on the assets that generated the movements.
H
3523(57<3/$17$1'(48,30(17$1',17$1*,%/($66(76
Property, plant and equipment and intangible assets shown in the consolidated balance sheet comprise assets used in operations and
investment property.
Assets used in operations are those used in the provision of services or for administrative purposes, and include non-property assets
leased by the Group as lessor under operating leases.
Investment property comprises property assets held to generate rental income and capital gains.
Property, plant and equipment and intangible assets are initially recognised at purchase price plus directly attributable costs, together
with borrowing costs where a long period of construction or adaptation is required before the asset can be brought into service.
Software developed internally by the BNP Paribas Group that fulfils the criteria for capitalisation is capitalised at direct development
cost, which includes external costs and the labour costs of employees directly attributable to the project.
Subsequent to initial recognition, property, plant and equipment and intangible assets are measured at cost less accumulated
depreciation or amortisation and any impairment losses. The only exceptions are shares in civil property companies (SCIs) held in
unit-linked insurance contract portfolios, which are measured at fair value on the balance sheet date, with changes in fair value taken
to profit or loss.
The depreciable amount of property, plant and equipment and intangible assets is calculated after deducting the residual value of the
asset. Only assets leased by the Group as lessor under operating leases are presumed to have a residual value, as the useful life of
property, plant and equipment and intangible assets used in operations is generally the same as their economic life.
Property, plant and equipment and intangible assets are depreciated or amortised using the straight-line method over the useful life of
the asset. Depreciation and amortisation expense is recognised in the profit and loss account under “ Depreciation, amortisation and
impairment of property, plant and equipment and intangible assets” .
Where an asset consists of a number of components that may require replacement at regular intervals, or that have different uses or
different patterns of consumption of economic benefits, each component is recognised separately and depreciated using a method
appropriate to that component. The BNP Paribas Group has adopted the component-based approach for property used in operations
and for investment property.
The depreciation periods used for office property are as follows: 80 years or 60 years for the shell (for prime and other property
respectively); 30 years for facades; 20 years for general and technical installations; and 10 years for fixtures and fittings.
Software is amortised, depending on its type, over periods of no more than 8 years in the case of infrastructure developments and 3
years or 5 years in the case of software developed primarily for the purpose of providing services to customers.
Software maintenance costs are expensed as incurred. However, expenditure that is regarded as upgrading the software or extending
its useful life is included in the initial acquisition or production cost.
Depreciable property, plant and equipment and intangible assets are tested for impairment if there is an indication of potential
impairment at the balance sheet date. Non-depreciable assets are tested for impairment at least annually, using the same method as
for goodwill allocated to cash-generating units.
If there is an indication of impairment, the new recoverable amount of the asset is compared with the carrying amount. If the asset is
found to be impaired, an impairment loss is recognised in the profit and loss account. This loss is reversed in the event of a change in
10155-01337 ICM:5176639.9
93
the estimated recoverable amount or if there is no longer an indication of impairment. Impairment losses are taken to the profit and
loss account in “ Depreciation, amortisation and impairment of property, plant and equipment and intangible assets” .
Gains and losses on disposals of property, plant and equipment and intangible assets used in operations are recognised in the profit
and loss account in “ Net gain on non-current assets” .
Gains and losses on disposals of investment property are recognised in the profit and loss account in “ Income from other activities”
or “ Expenses on other activities” .
I
/($6(6
Group companies may be either the lessee or the lessor in a lease agreement.
I
/mbn4noqpsrutetbouvewex5ywqz Leases contracted by the Group as lessor are categorised as either finance leases or operating leases.
P
Finance leases:
In a finance lease, the lessor transfers substantially all the risks and rewards of ownership of an asset to the lessee. It is treated as a
loan made to the lessee to finance the purchase of the asset.
The present value of the lease payments, plus any residual value, is recognised as a receivable. The net income earned from the lease
by the lessor is equal to the amount of interest on the loan, and is taken to the profit and loss account under “ Interest income” . The
lease payments are spread over the lease term, and are allocated to reduction of the principal and to interest such that the net income
reflects a constant rate of return on the net investment outstanding in the lease. The rate of interest used is the rate implicit in the
lease.
Individual and portfolio impairments of lease receivables are determined using the same principles as applied to other loans and
receivables.
P
Operating leases:
An operating lease is a lease under which substantially all the risks and rewards of ownership of an asset are not transferred to the
lessee.
The asset is recognised under property, plant and equipment in the lessor’ s balance sheet and depreciated on a straight-line basis over
the lease term. The depreciable amount excludes the residual value of the asset. The lease payments are taken to the profit and loss
account in full on a straight-line basis over the lease term. Lease payments and depreciation expense are taken to the profit and loss
account under “ Income from other activities” and “ Expenses on other activities” .
I
/mbn4nm?m{rutbteouvbwDx5ywqz Leases contracted by the Group as lessee are categorised as either finance leases or operating leases.
P
Finance leases:
A finance lease is treated as an acquisition of an asset by the lessee, financed by a loan. The leased asset is recognised in the balance
sheet of the lessee at the lower of its fair value or the present value of the minimum lease payments calculated at the interest rate
implicit in the lease. A matching liability, equal to the fair value of the leased asset or the present value of the minimum lease
payment, is also recognised in the balance sheet of the lessee. The asset is depreciated using the same method as that applied to
owned assets, after deducting the residual value from the amount initially recognised, over the useful life of the asset. The lease
obligation is accounted for at amortised cost.
P
Operating leases:
The asset is not recognised in the balance sheet of the lessee. Lease payments made under operating leases are taken to the profit and
loss account of the lessee on a straight-line basis over the lease term.
J
121&855(17$66(76+(/')256$/($1'',6&217,18('23(5$7,216
10155-01337 ICM:5176639.9
94
Wh er e t h e Grou p d ecid es to s ell n on -cu rr en t a s s et s a n d it is h igh ly p rob a b le t h a t th e
s a le will occu r wit h in twelve m on t h s , th es e a s s et s a r e s h own s ep a r a t ely in t h e b a la n ce
s h eet , on t h e lin e “ Non -cu r r en t a s s et s h eld for s a le”. An y lia b ilities a s s ocia t ed wit h th es e
a s s et s a r e a ls o s h own s ep a r a t ely in th e b a la n ce s h eet , on t h e lin e “ Lia b ilit ies a s s ocia t ed
wit h n on -cu rr en t a s s et s h eld for s a le”.
On ce cla s s ified in t h is ca t egor y, n on -cu r ren t a s s et s a n d gr ou p s of a s s et s a n d lia b ilities
a r e m ea s u r ed a t t h e lower of ca rr yin g a m ou n t or fa ir va lu e les s cos ts t o s ell.
S u ch a s s et s a re n o lon ger d ep r ecia t ed . If a n a s s et or grou p of a s s ets a n d lia b ilit ies
b ecom es im p a ir ed , a n im p a ir m en t los s is r ecogn is ed in th e p rofit a n d los s a ccou n t.
Im p a ir m en t los s es m a y b e r ever s ed .
Wh er e a grou p of a s s et s a n d lia b ilities h eld for s a le r ep res en t s a m a jor b u s in es s lin e, it is
ca t egor is ed a s a “ d is con t in u ed op er a t ion ”. Dis con t in u ed op er a t ion s in clu d e op er a t ion s
t h a t a r e h eld for s a le, op era t ion s t h a t h a ve been s h u t d own , a n d s u b s id ia ries a cqu ir ed
exclu s ively wit h a view to res a le.
All ga in s a n d los s es r ela t ed t o d is con t in u ed op er a t ion s a r e s h own s ep a ra t ely in th e p r ofit
a n d los s a ccou n t, on th e lin e “ Pos t -t a x ga in / los s on d is con t in u ed op er a t ion s a n d a s s et s
h eld for s a le”. Th is lin e in clu d es t h e p os t -t a x p rofit s or los s es of d is con t in u ed op er a t ion s ,
t h e p os t-t a x ga in or los s a r is in g from r em ea s u r em en t a t fa ir va lu e les s cos ts t o s ell, a n d
t h e p os t-t a x ga in or los s on d is p os a l of th e op era t ion .
K (03/2<((%(1(),76
Employee benefits are classified in one of four categories:
short-term benefits such as salary, annual leave, incentive plans, profit-sharing and additional payments;
P
-
long-term benefits, including compensated absences, long-service awards, and other types of cash-based deferred
compensation;
-
termination benefits;
-
post-employment benefits, including top-up banking industry pensions in France and pension plans in other countries, some
of which are operated through pension funds.
Short-term benefits
The Group recognises an expense when it has used services rendered by employees in exchange for employee benefits.
P
Long-term benefits
These are benefits (other than post-employment benefits and termination benefits) which do not fall wholly due within twelve months
after the end of the period in which the employees render the associated service. This relates in particular to compensation deferred
for more than twelve months, which is accrued in the financial statements for the period in which it is earned.
The actuarial techniques used are similar to those used for defined-benefit post-employment benefits, except that actuarial gains and
losses are recognised immediately and no “ corridor” is applied. The effect of any plan amendments regarded as relating to past
service is also recognised immediately.
P
Termination benefits
Termination benefits are employee benefits payable as a result of a decision by the Group to terminate a contract of employment
before the legal retirement age or a decision by an employee to accept voluntary redundancy in exchange for a benefit. Termination
benefits falling due more than twelve months after the balance sheet date are discounted.
P
Post-employment benefits
In accordance with IFRS, the BNP Paribas Group draws a distinction between defined-contribution plans and defined-benefit plans.
Defined-contribution plans do not give rise to an obligation for the Group and consequently do not require a provision. The amount
of employer’ s contributions payable during the period is recognised as an expense.
10155-01337 ICM:5176639.9
95
Only defined-benefit schemes give rise to an obligation for the Group. This obligation must be measured and recognised as a liability
by means of a provision.
The classification of plans into these two categories is based on the economic substance of the plan, which is reviewed to determine
whether the Group has a legal or constructive obligation to pay the agreed benefits to employees.
Post-employment benefit obligations under defined-benefit plans are measured using actuarial techniques that take account of
demographic and financial assumptions.
The amount of the obligation recognised as a liability is measured on the basis of the actuarial assumptions applied by the Group,
using the projected unit credit method. This method takes account of various parameters such as demographic assumptions, the
probability that employees will leave before retirement age, salary inflation, a discount rate, and the general inflation rate. The value
of any plan assets is deducted from the amount of the obligation.
Where the value of the plan assets exceeds the amount of the obligation, an asset is recognised if it represents a future economic
benefit for the Group in the form of a reduction in future contributions or a future partial refund of amounts paid into the plan.
The amount of the obligation under a plan, and the value of the plan assets, may show significant fluctuations from one period to the
next due to changes in actuarial assumptions, thereby giving rise to actuarial gains and losses. The Group applies the “ corridor”
method in accounting for actuarial gains and losses. Under this method, the Group is allowed to recognise, as from the following
period and over the average remaining service lives of employees, only that portion of actuarial gains and losses that exceeds the
greater of (i) 10% of the present value of the gross defined-benefit obligation or (ii) 10% of the fair value of plan assets at the end of
the previous period.
At the date of first-time adoption, BNP Paribas elected for the exemption allowed under IFRS 1, under which all unamortised
actuarial gains and losses at 1 January 2004 are recognised as a deduction from equity at that date.
Th e effect s of p la n a m en d m en ts on p a s t s er vice cos t a r e r ecogn is ed in p r ofit or los s over
t h e fu ll ves t in g p er iod of th e a m en d ed b en efit s .
Th e a n n u a l exp en s e r ecogn is ed in t h e p r ofit a n d los s a ccou n t u n d er “ S a la r ies a n d
em p loyee b en efit s ” in res p ect of d efin ed -b en efit p la n s com p r is es th e cu rr en t s ervice cos t
(th e r igh ts ves t ed in ea ch em p loyee d u r in g th e p er iod in ret u rn for s er vice ren d er ed ),
in t er es t cos t (t h e effect of d is cou n tin g th e ob liga t ion ), th e exp ect ed r et u r n on p la n a s s et s ,
a m ort is a tion of a ct u a ria l ga in s a n d los s es a n d p a s t s er vice cos t a ris in g fr om p la n
a m en d m en t s , a n d th e effect of a n y p la n cu r t a ilm en t s or s et t lem en t s .
L
6+$5(%$6('3$<0(17
Share-based payment transactions are payments based on shares issued by the Group, whether the transaction is settled in the form of
equity or cash of which the amount is based on trends in the value of BNP Paribas shares.
IFRS 2 requires share-based payments granted after 7 November 2002 to be recognised as an expense. The amount recognised is the
value of the share-based payment made to the employee.
The Group grants stock subscription option plans and deferred share-based compensation plans to employees, and also offers them
the possibility of subscribing for specially-issued BNP Paribas shares at a discount on condition that they retain the shares for a
specified period.
P
Stock option plans
Th e exp en s e r ela t ed t o s t ock op t ion p la n s is recogn is ed a t t h e d a t e of gra n t if th e gr a n t ee
im m ed ia t ely a cqu ir es r igh ts t o th e s h a res , or over t h e ves t in g p eriod if t h e b en efit is
con d ition a l u p on t h e gra n t ee’s con t in u ed em p loym en t . Th is exp en s e, t h e cr ed it en t r y for
wh ich is p os t ed t o s h a r eh old er s ’ equ it y, is ca lcu la t ed on th e b a s is of t h e over a ll p la n
va lu e, d et er m in ed a t t h e gra n t d a t e b y t h e Boa r d of Dir ect or s .
In th e a b s en ce of a n y m a r k et for t h es e in s t ru m en t s , m a t h em a t ica l va lu a tion m od els a r e
u s ed . Th e t ot a l exp en s e of a p la n is d et er m in ed b y m u lt ip lyin g t h e u n it va lu e p er op t ion
b y t h e es t im a t ed n u m b er of op t ion s th a t will ves t a t th e en d of t h e ves t in g p eriod , t a k in g
a ccou n t of con d it ion s rega r d in g t h e gr a n t ee’s con t in u ed em p loym en t .
The only assumptions revised during the vesting period, and hence resulting in a remeasurement of the expense, are those relating to
the probability that employees will leave the Group and those relating to performance conditions that are not linked to the value of
BNP Paribas shares.
A similar accounting treatment is applied to deferred share-based compensation plans.
P
Share subscriptions offered to employees under the company savings plan
10155-01337 ICM:5176639.9
96
Share subscriptions offered to employees under the company savings plan (`Ba Y\qcEd XT1Y'Z[\V1|5\U ZV T5Zi WV ) at lower-than-market rates
over a specified period do not include a vesting period. However, employees are prohibited by law from selling shares acquired under
this plan for a period of five years. This restriction is taken into account in measuring the benefit to the employees, which is reduced
accordingly. The benefit equals the difference between the fair value of the share (after allowing for the restriction on sale) and the
acquisition price paid by the employee at the subscription date, multiplied by the number of shares acquired.
The cost of the mandatory five-year holding period is equivalent to the cost of a strategy involving the forward sale of shares
subscribed at the time of the capital increase reserved for employees and the cash purchase of an equivalent number of BNP Paribas
shares on the market, financed by a loan repaid at the end of a five-year period out of the proceeds from the forward sale transaction.
The interest rate on the loan is the rate that would be applied to a five-year general purpose loan taken out by an individual with an
average risk profile. The forward sale price for the shares is determined on the basis of market parameters.
M
3529,6,2165(&25'('81'(5/,$%,/,7,(6
Provisions recorded under liabilities (other than those relating to financial instruments, employee benefits and insurance contracts)
mainly relate to restructuring, claims and litigation, fines and penalties, and tax risks.
A provision is recognised when it is probable that an outflow of resources embodying economic benefits will be required to settle an
obligation arising from a past event, and a reliable estimate can be made of the amount of the obligation. The amount of such
obligations is discounted, where the impact of discounting is material, in order to determine the amount of the provision.
N &855(17$1''()(55('7$;(6
The current income tax charge is determined on the basis of the tax laws and tax rates in force in each country in which the Group
operates during the period in which the income is generated.
Deferred taxes are recognised when temporary differences arise between the carrying amount of an asset or liability in the balance
sheet and its tax base.
Deferred tax liabilities are recognised for all taxable temporary differences other than:
taxable temporary differences on initial recognition of goodwill;
taxable temporary differences on investments in enterprises under the exclusive or joint control of the Group, where the Group
is able to control the timing of the reversal of the temporary difference and it is probable that the temporary difference will not
reverse in the foreseeable future.
Deferred tax assets are recognised for all deductible temporary differences and unused carryforwards of tax losses only to the extent
that it is probable that the entity in question will generate future taxable profits against which these temporary differences and tax
losses can be offset.
Deferred tax assets and liabilities are measured using the liability method, using the tax rate which is expected to apply to the period
when the asset is realised or the liability is settled, based on tax rates and tax laws that have been or will have been enacted by the
balance sheet date of that period. They are not discounted.
Deferred tax assets and liabilities are offset when they arise within a group tax election under the jurisdiction of a single tax
authority, and there is a legal right of offset.
Current and deferred taxes are recognised as tax income or expense in the profit and loss account, except deferred taxes relating to
unrealised gains or losses on available-for-sale assets or to changes in the fair value of instruments designated as cash flow hedges,
which are taken to shareholders’ equity.
When tax credits on revenues from receivables and securities are used to settle corporate income tax payable for the period, the tax
credits are recognised on the same line as the income to which they relate. The corresponding tax expense continues to be carried in
the profit and loss account under “ Corporate income tax” .
O
67$7(0(172)&$6+)/2:6
The cash and cash equivalents balance is composed of the net balance of cash accounts and accounts with central banks and post
office banks, and the net balance of interbank demand loans and deposits.
Changes in cash and cash equivalents related to operating activities reflect cash flows generated by the Group’ s operations, including
cash flows related to investment property, held-to-maturity financial assets and negotiable certificates of deposit.
Changes in cash and cash equivalents related to investing activities reflect cash flows resulting from acquisitions and disposals of
subsidiaries, associates or joint ventures included in the consolidated group, as well as acquisitions and disposals of property, plant
and equipment excluding investment property and property held under operating leases.
Changes in cash and cash equivalents related to financing activities reflect the cash inflows and outflows resulting from transactions
with shareholders, cash flows related to bonds and subordinated debt, and debt securities (excluding negotiable certificates of
deposit).
10155-01337 ICM:5176639.9
97
P 86(2)(67,0$7(6,17+(35(3$5$7,212)7+(),1$1&,$/67$7(0(176
Preparation of the financial statements requires managers of core businesses and corporate functions to make assumptions and
estimates that are reflected in the measurement of income and expense in the profit and loss account and of assets and liabilities in
the balance sheet, and in the disclosure of information in the notes to the financial statements. This requires the managers in question
to exercise their judgement and to make use of information available at the date of preparation of the financial statements when
making their estimates. The actual future results from operations in respect of which managers have made use of estimates may in
reality differ from those estimates. This may have a material effect on the financial statements.
This applies in particular to:
impairment losses recognised to cover credit risks inherent in banking intermediation activities;
the use of internally-developed models to measure positions in financial instruments that are not quoted in organised markets;
calculations of the fair value of unquoted financial instruments classified in “ Available-for-sale financial assets” , “ Financial
assets at fair value through profit or loss” or “ Financial liabilities at fair value through profit or loss” , and (more generally)
calculations of the fair value of financial instruments subject to a fair value disclosure requirement;
impairment tests performed on intangible assets;
the appropriateness of the designation of certain derivative instruments as cash flow hedges, and the measurement of hedge
effectiveness;
estimates of the residual value of assets leased under finance leases or operating leases, and (more generally) of assets on which
depreciation is charged net of their estimated residual value;
the measurement of provisions for contingencies and charges.
10155-01337 ICM:5176639.9
98
127(6 72 7+( 352),7 $1' /266 $&&2817 )25
7+(),567+$/)2)
Net interest income
The BNP Paribas Group includes in “ Interest income” and “ Interest expense” all income and expense from financial instruments
measured at amortised cost (interest, fees/commissions, transaction costs), and from financial instruments measured at fair value that
do not meet the definition of derivative instruments. These amounts are calculated using the effective interest method. The change in
fair value on financial instruments at fair value through profit or loss (excluding accrued interest) is recognised in “ Net gain/loss on
financial instruments at fair value through profit or loss” .
Interest income and expense on derivatives accounted for as fair value hedges are included with the revenues generated by the
hedged item.
Interest income and expense arising from derivatives used to hedge transactions designated as at fair value through profit or loss is
allocated to the same accounts as the interest income and expense relating to the underlying transactions. Applied for the first time at
year ended 31 December 2006, this allocation provides a better economic representation of transactions designated as at fair value
through profit or loss by adopting a symmetrical treatment for interest relating to the hedged item and interest relating to the hedge,
and is consistent with the classification selected for the hedged financial instruments concerned. If this treatment had been applied it
would have led to the reclassification of EUR 238 million in income for the first half of 2005 and EUR 83 million in income for the
first half of 2006 from the caption "Net gain/loss on financial instruments at fair value through profit or loss" to “ Trading book – debt
securities” included in net interest income.
} ~= ~
8~ ' ~
} ~=
8 8
Deposits, loans and borrowings
Repurchase agreements
Finance leases
} ~ ~ 8
Deposits, loans and borrowings
~
8;~ '
~
8~ =~
;#
} ~8
~
;#

#

11,327
(5,093)
6,234
8,695
(3,389)
5,306
3,504
11
(72)
(61)
4
(41)
(37)
(31)
731
(40)
691
529
(24)
505
466

#

2,216
(3,359)
(1,143)
2,270
(3,238)
(968)
(459)
146
(232)
(86)
82
(235)
(153)
13

#

¡; 4 ¢
£
£
4 ¤E¢¥4 ~ 8~

} ~ # ¢¥4 ~# =~

#

# #

(8,514)
(95)
(1,492)
1,832
(730)
(62)
(1,492)
1,253
4,939
47
-
(5,533)
(77)
(901)
1,253
(594)
(30)
(901)
973
(264)
(29)
(641)
¦; ¢; ~¥ Fixed-income securities
Loans / Borrowings
Debt securities
1,832
7,784
33
-
§/¨ £ £ ~~

£

¦ ~ # ~8« #~

Interest income on individually impaired loans amounted to EUR 157 million in the first half of 2007, and EUR 131 million in the
first half of 2006, and EUR 100 million in the first half of 2005.
10155-01337 ICM:5176639.9
99
Net gain/loss on financial instruments at fair value through profit or loss
“ Net gain/loss on financial instruments at fair value through profit or loss” includes all profit and loss items relating to financial
instruments managed in the trading book and financial instruments that the Group has designated as at fair value through profit or
loss under the fair value option, other than interest income and expense which are recognised in “ Net interest income” (Note 2.a).
Net gains/losses on the trading book also include gains and losses due to ineffectiveness of fair value hedges, cash flow hedges or net
foreign investment hedges.
Û/®±#¾ À²;¾ ±Ö
¬ '®¯ ° ° ¯ ±²0±³´#µ¶ ±²
·
Fixed-income securities
Variable-income securities
Â#Ã ÄÅ Æ Ç Å/È Æ É Æ È#Ê ËÈ Ì
Derivative instruments
µ´0Ù
ß;á
ß ß#Ý
² ²#´ ¾ ²
¹´#² ¯ º¸ ¾ ´#¹?¸ ¾#³ ¸#¯ ¶
½
¸° µ´;¾ À¶ ±µºÀ
¿ ¶ ±³ ¯ ¾±¶° ±² ²
Á
¶ ¸#¹¯ º»±±¼
·
Û0®±#¾ À²¾ ±Ö
±¾ ¸#°
·
µ´;Ù
ß0á
ßß
²#² ´ ¾ ²
¹´ ²#¯ º¸ ¾ ´ ¹?¸ ¾ ³ ¸ ¯ ¶
½
¸#° µ´;¾ À¶ ±µºÀ
¿ ¶ ±³ ¯ ¾#±¶° ±²#²
Á
¶ ¸ ¹¯ º»±±¼
Û
·
±¾ ¸#°
(790)
879
89
(800)
900
100
4,608
45
4,653
2,469
148
2,617
Í ÎÏ Ð Ð
ÍÑ
Í Î Ï ÒÍ
Í Î ÐÓ Ô
ÍÕ
Í Î Ð#Ñ Ô
(464)
-
(464)
837
-
8
45
53
(11)
10
(1)
17
(139)
(122)
(69)
17
(52)
Borrowings
44
134
178
95
(18)
77
Remeasurement of interest-rate risk hedged portfolios
18
-
18
93
-
93
Ö 391
ÖÙ
Ú#Û Ü -
Ü 391
ÚÛ
Ù Û 27
ÜÞ
-
Ö Û 27
Ú
Loans
±¾ ¸°
Remeasurement
of currency positions
·
â0ã'äå æ çè;æ äé#ê
ëìåí0î#ê ê ï
×Ø
×Ý
ðäæ ñ#ò
(137)
2,215
ó ô õ öó
226
(26)
46
(65)
69
26
î#÷ é ï ø
10155-01337 ICM:5176639.9
100
×
Þ
× ß à#Ý
837
× Ø
Net gain/loss on available-for-sale financial assets
“ Net gain/loss on available-for-sale financial assets” includes net gains or losses on non-derivative financial assets not classified as
either loans and receivables or held-to-maturity investments.
ù
ú)û1ü ý ý ü þ/ú;ÿ8þ þ0ÿ
ü ü úþ/û=ÿ ü ü ÿ
û)þ0ú ;ÿ þ
;
ú (1)
Gains and losses on disposals
17
! 0ü ü ÿ#"ú!1þ! $" ü "%0ý ü úþ/û8ÿ ü ü ÿ
& û)þ0ú ;ÿ þ
;
ú û)þ0ú ;ÿ þ
;
ú 22
90
' 218
Dividend income
536
358
Additions to impairment provisions
(16)
(40)
(26)
Gains and losses on disposals
( þ "ý
981
574
737
& '
*)
& (1) Interest income from available-for-sale fixed-income securities is included in “ Net interest income” (Note 2.a),
and impairment losses related to potential issuer default are included in “ Cost of risk” (Note 2.e).
Unrealised gains and losses - previously recorded under “ Unrealised or deferred gains and losses” - and taken to the profit and loss
account amounted to EUR 1 257 million in the first half of 2007, EUR 509 million in the first half of 2006 and EUR 595 million in
the first half of 2005.
10155-01337 ICM:5176639.9
101
Net income from other activities
< .,F E E F -.!2#-!G76H -2
+#,-/.0 120 -3456.!78449
< .=-/,;7
AB7*0
< .!=-/,;7
>?@!7.!27
AB7*0
AB7*0
Net income from insurance activities
10,086
(8,813)
1,273
7,740
(6,590)
1,150
741
Net income from investment property
396
(114)
282
311
(88)
223
218
1,945
(1,601)
344
1,707
(1,434)
273
276
90
(16)
74
57
(9)
48
62
487
(290)
197
286
(160)
126
Net income from assets held under operating leases
Net income from property development activities
Other
C/-0 DE.7*0!F .!=-/,;7G H -/,I-0 17HD=*0 F J!F 0 F 72
Q
>?@!7.27
+#,-.0 1!20 345!6.7
+:,;-/.0 120 -345!6.!7844+
K3L 44M
N K*4L O3MP
8L K*94
K4L K4K
N OL 8O!K*P
KL O84
43
KL 3M4
Net income from insurance activities
R ST;U V V U WS!XW!YZ[\ WX
]
T;WS^ _X^ Wà
b[S!Zcaad
Gross premiums written
]
T;WS^ _X^ Wà
b[S!Zcaa
]
]
T;WS^ _X^ Wà
b[S!Zcaae
8,415
8,225
6,414
Movement in technical reserves
(4,749)
(3,195)
(3,934)
Claims and benefits expense
(3,731)
(3,509)
(2,706)
(16)
(2)
(4)
1,358
(440)
951
Reinsurance ceded, net
Change in value of admissible investments related to unit-linked business
Other income and expense
(4)
fW^ gVS!Z*^!U ShWT;ZY \ WTIU SX[\ gS!hZgh*^ U iU ^ U ZX
jk cd`
71
jk j*ea
20
dlj
"Claims and benefits expense" includes expenses arising from surrenders, maturities and claims relating to insurance contracts.
"Movement in technical reserves" reflects changes in the value of financial contracts, in particular unit-linked contracts. Interest paid
on such contracts is recognised in "Interest expense" m
10155-01337 ICM:5176639.9
102
Cost of risk
“ Cost of risk” represents the net amount of impairment losses recognised in respect of credit risks inherent in the Group’ s banking
intermediation activities, plus any impairment losses relating to counterparty risks on over-the-counter derivative instruments.
Q
Cost of risk for the period
nBoprqost u pvws otq xy#zyt u o{
u |;};u ~ ~ u o|posyt op
#}:o|q xpwq o
!|!y
#}:o|q xpq o
|y
}:o|q xpq o;
|y
Additions to impairment provisions
(1,602)
(1,253)
(864)
Reversals of impairment provisions
1,019
1,040
676
177
106
56
Irrecoverable loans and receivables not covered byimpairment provisions
(112)
(130)
(80)
oq ~oprqost u pvws otq xy#zyt u o{
*

r
Recoveries on loans and receivables previouslywritten off
nBoprqost u pvws otq xy#zyt u o{:ppy*qq !zy
u |;};u ~ ~ u o|posyt op
#}:o|q xpwq o
!|!y
}:o|q xpq o;
|y
10
(4)
(4)
(526)
(245)
(198)
1
26
7
(3)
(14)
(17)
*

r
Off balance sheet commitments and other items
oq ~oprqost u pvws otq xy#zyt u o{
#}:o|q xpq o
|y
Corporate income tax
Q
Net corporate income tax expense
; !! !

; ;
!!¡¢
Current tax expense for the period
Net deferred tax expense for the period
¤*¥ ¦ §r # !¥;w §*¨w*¨*¦!
10155-01337 ICM:5176639.9
: !
!¡

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*®

: !w
¡£
(982)
(170)
© ª« ªr£¡
6(*0(17,1)250$7,21
Q
The
Group is composed of five core businesses:
French Retail Banking;
Q
Italian Retail Banking (BNL banca commerciale);
Q
Q
International Retail Banking and Financial Services (IRBFS): financial services (consumer credit, leasing, equipment loans and
home loans), plus retail banking activities in the United States (BancWest) and in emerging and overseas markets;
Q
Asset Management and Services (AMS): Securities Services, Private Banking, Asset Management, Online Savings and
Brokerage, Insurance and Real Estate Services;
Corporate and Investment Banking (CIB), comprising Advisory & Capital Markets (Equities, Fixed Income & Forex, Corporate
Finance) and Financing (Structured Loans & Financing plus Commodity, Energy and Project Financing).
Other activities mainly comprise the Private Equity business of BNP Paribas Capital, the Klépierre property investment company,
and the Group’ s corporate functions.
Inter-segment transactions are conducted at arm’ s length. The segment information presented includes agreed inter-segment transfer
prices.
This capital allocation is made on the basis of risk exposure, taking account of various assumptions relating primarily to the capital
requirement of the business as derived from the risk-weighted asset calculations required under capital adequacy rules. Normalised
equity income by business segment is determined by attributing to each segment the income of its allocated equity.
The geographical split of income is based on the country/region in which the relevant activity is recognised for accounting purposes.
10155-01337 ICM:5176639.9
104
Q
Information by business segment
-
Income by business segment
ÙÆÓ Ò Î ÏÆÚÓ Ò Û Í Ô Õ ÌÆÍ Î*Ü Ô ÎÆÝ
¶ Î/Ñ/Ô Õ Õ Ô Ð*ÎÆÖ!ÐÆ× Ò ØrÓ ÐÆÖ
²¯Ë/Ì Í ÎÆÏ Í!Ï Ð*Ñ/ÑÒ Ó Ï Ô Í Õ Ò
¶ È²Ù Þ
6 months to 30 6 months to 30 6 months to 30 6 months to 30 6 months to 30 6 months to 30 6 months to 30 6 months to 30 6 months to 30
June 2007
June 2006
June 2005
June 2007
June 2005
June 2007
June 2006 (1)
June 2006 (1) June 2005 (2)
¯° ±³²r´!¯µ¶ ¯·¶ ¯¸¹!ºB°
Operating expense
Cost of risk
¹Çr°rÈr´±*¶ ¯·#¶ ¯¸¹!º³°
» ¼½ ¾ ½
» ¼¿ ¿ ¿
» ¼À ¾ Á
(1,870)
(63)
(1,817)
(62)
(1,750)
(86)
-
-
-
½ÁÀ
Other non-operating income
ÇrÈ° Ä ± ´Ê¯° ±³¶ ¯¸¹!ºB°
½ÁÀ
Â ¼¾ ¾ ½
Â ¼¾ ¾ ½
Â ¼» À Á
ÁÁÂ
ÁÁÂ
Ã½¾
Ä
Å ¼ ½ÆÂ Ã
Å ¼ Ã ½ÆÂ
» ¼Á Á ¿
(829)
(131)
(415)
(54)
-
(2,248)
(442)
(2,013)
(338)
(1,549)
(250)
(1)
1
(18)
-
41
9
44
38
Å¾Á
Â »ÆÂ
Å¾À
Ä
Â¾É
Â ¼» » Ã
Ä
Â ¼» Á Ã
Â ¼» É ¾
Â ¼Å » »
½Á½
63
5
Â ¼¾ É Á
éêBë
6 months to 30 6 months to 30 6 months to 30
June 2007
June 2005
June 2006 (1)
ß àá â ã
ß àä á å
ä àá æ å
(1,594)
(2)
(1,327)
7
(1,092)
(7)
18
5
7
(1)
54
ä àã â â
ä àã á è
çâå
çåä
åæá
áåã
(1 ): Th e cr ea t ion of a n ew r et a il b a n k in g u n it in It a ly in t h e fir s t h a lf of 2 0 0 7 led to cer t a in t r a n s fer s b etween b u s in es s s egm en t s . In or d er to
fa cilit a te p er iod -on -p er iod com p a r is on s of cos t a ccou n t in g figu r es , th e d a t a for 2 0 0 6 h a ve b een r es t a t ed to r eflect th e n ew or ga n is a t ion a l
s t r u ct u r e.
(2 ): As a r es u lt of t h e or ga n is a tion a l ch a n ges im p lem en t ed wit h in th e CIB a n d t h e IRBFS d ivis ion s over t h e fir s t h a lf of 2 0 0 6 , a n u m b er of
a ct ivit ies wer e t r a n s fer r ed b etween Ad vis or y & Ca p it a l Ma r k ets a n d Fin a n cin g b u s in es s es on on e h a n d a n d b etween IRBFS a n d Ot h er
Act ivities on t h e oth er h a n d . To en h a n ce com p a r a b ility b et ween 2 0 0 5 , 2 0 0 6 a n d 2 0 0 7 cos t a ccou n tin g figu r es , t h e d a t a for 2 0 0 5 wer e
r es t a ted t o r eflec t t h e n ew orga n is a t ion a l s t r u ct u r e. Followin g a r e t h e r es u lt in g a d ju s t m en t s :
- n o effec t on th e t ota l ea r n in gs r ep or t ed b y th e C IB d ivis ion . Th ey a m ou n t ed to E UR 6 3 m illion in r es p ect of n et b a n k in g in com e for t h e t wo
CIB s u b -gr ou p s , E UR 4 2 m illion in r es p ect of gen er a l op er a t in g exp en s es , E UR 9 m illion for oth er n on -op e r a t in g it em s a n d E UR 3 0
m illion for p r e-t a x in com e
- d ecr ea s e of t h e Net b a n k in g in com e, t h e Op er a tin g a n d t h e Pr e-ta x n et in c om es of t h e IRBFS d ivis ion for E UR 1 3 m illion for th e b en efit of
Ot h er Ac tivit ies for t h e s a m e a ggr ega tes .
(3): including Klépierre and the former BNP Paribas Capital entities.
Q
Information by geographic area
-
Net banking income by geographic area
÷ í ó ñ
June 2007
June 2006
June 2005
June 2007
June 2006
June 2005
June 2007
June 2006
June 2005
ìBíîðï!ñìBò/ó ìôõó ìöB÷#ø;í
10155-01337 ICM:5176639.9
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üú ü*ýþ
ÿú ýþ
ú û
105
þú þÿ
ýú ýýü
ýú *ú û
*ú ùù
2354 6374 / 8 9/ . :<; . = 9 > 8 ?@9 . 8A5/ .7B - .1
C:= - > 354 DE25/ 6- 8 / F G@/ 4 B 9 8 >
, - . / . 0 - .1
H
8 I 9 4 / 0 8 -= -8 -9 >
T7U V W X
(3)
6 months to 30 6 months to 30 6 months to 30 6 months to 30 6 months to 30 6 months to 30 6 months to 30 6 months to 30 6 months to 30 6 months to 30 6 months to 30 6 months to 30
June 2007
June 2007
June 2007
June 2007
June 2006
June 2005
June 2006 (1) June 2005 (2)
June 2006 (1) June 2005 (2)
June 2006 (1) June 2005 (2)
! "# ! $
% "& ' '
( ") # )
(2,045)
-
(1,872)
(1,319)
( "+ ) !
'%&
9
23
2
36
( " ! &(
( "# % !
( "! % $
( "% ) $
(591)
115
(552)
143
49
-
& $!
1
35
( "( % (
( "# ! &
' $'
( "+ ( %
&( *
&( *
ijk glmnogpk g
) %(
'# *
'$ +
(498)
97
(257)
5
(154)
67
5
149
(25)
67
(22)
) ) '
)& +
'$&
# $ +
$& !
J K LM N O
J M LP K N
J P LO O M
(130)
34
(9,434)
(518)
(8,150)
(237)
(6,338)
(212)
112
17
217
60
121
33
176
116
# $#
'+ '
K LM O Q
'& !
mqf rosnetpf s k oj
K LO Q N
Q LK O Q
Q LR N S
def gh
June 2007
June 2006
June 2005
June 2007
June 2006
June 2005
June 2007
June 2006
June 2005
YZ5[
\YZ
10155-01337 ICM:5176639.9
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_Y\
106
a7\b ]_c
a]b ^\5_
a7^b cc5]
M LN N M
M LQ J K
$'',7,21$/,1)250$7,21
Changes in share capital and earnings per share
Q
Operations affecting share capital
Number of
shares
uvwx y7z { |}~y5 w7z { }~yx wyv{ z y
@ wx|~yx w~| z ~7z y}{ }y7z@ww wx5
Date of
Date of decision
authorisation by
by Board of
Shareholders’
Directors
Meeting
Par value in
euros
5
Increase in share capital by exercise of stock subscription options on 25 January2005

518,758
2
(1)
(1)
Reduction in share capital by cancellation of treasuryshares on 10 May 2005
(13,994,568)
2
28 May 04
23 March 05
@ wx|~yx w~| z ~7z y}{ }y7z }w
5 5

Increase in share capital by exercise of stock subscription options on 20 July 2005
1,397,501
2
(1)
(1)
Capital increase reserved for members of the Company Savings Plan on 20 July 2005
5,000,000
2
14 May 03
04 Febr 04
Reduction in share capital by cancellation of treasuryshares on 29 November 2005
(39,374,263)
2
18 May 05
13 June 05
@ wx|~yx w~| z ~7z y}{ }y7z@ww wx
5

(1)
Increase in share capital by exercise of stock subscription options on 23 January2006
Increase in share capital by exercise of stock subscription options on 27 March 2006
Increase in share capital by issue of new shares on 31 March 2006
Increase in share capital by issue of new shares on 6 June 2006
@ wx|~yx w~| z ~7z y}{ }y7z }w
1,369,623
2
(1)
971,037
2
(1)
(1)
84,058,853
2
28 May 04
14 Febr 06
945
2
23 May 06
27 March 06
5

Increase in share capital by exercise of stock subscription options on 26 July 2006
1,148,759
2
(1)
(1)
Capital increase reserved for members of the Company Savings Plan on 26 July 2006
4,670,388
2
14 May 03
14 Febr 06
(1)
(1)
@ wx|~yx w~| z ~7z y}{ }y7z@ww wx

Increase in share capital by exercise of stock subscription options on 22 january 2007
2,411,013
@ wx|~yx w~| z ~7z y}{ }y7z }w
5

2

(1) Various resolutions voted in Shareholders’ General Meetings and decisions of the Board of Directors authorising the granting of stock subscription options
exercised during the period.
At 3 0 J u n e 2 0 0 7 , th e s h a r e ca p it a l of BNP Pa r ib a s S A con s is t ed of 9 3 2 ,8 7 8 ,4 9 0 fu llyp a id or d in a r y s h a res wit h a p a r va lu e of E UR 2 (com p a r ed wit h 9 3 0 ,4 6 7 ,4 7 7 or d in a r y
s h a r es a t 3 1 Decem b er 2 0 0 6 ).
During the first half of 2007, under BNP Paribas stock subscription plans, employees subscribed 3,236,046 new shares with a par
value of EUR 2 each, carrying dividend rights from 1 January 2006, and 584,819 new shares with a par value of EUR 2 each,
carrying dividend rights from 1 January 2007. The corresponding capital increase was carried out on 20 July 2007.
Authorisations to carry out operations affecting share capital that were in force during the first half of 2007 resulted from the
following resolutions of Shareholders’ General Meetings:
The 16th and 17th resolutions of the Shareholders’ General Meeting of 23 May 2006 authorised the Board of Directors to increase
the share capital by up to EUR 1.32 billion, representing 500 million shares with pre-emptive rights and 160 million shares without
pre-emptive rights. The aggregate nominal value of debt securities giving immediate and/or future access to BNP Paribas shares
under these authorisations is limited to EUR 10 billion in the case of securities with pre-emptive rights, and EUR 7 billion in the case
of securities without pre-emptive rights. These authorisations were granted for a period of 26 months.
The 19th resolution of the Shareholders’ General Meeting of 23 May 2006 also authorised the Board of Directors to increase the
share capital by capitalising reserves up to a maximum aggregate par value of EUR 1 billion. This authorisation allows the successive
or simultaneous capitalisation of some or all of BNP Paribas SA’ s retained earnings, profits or additional paid-in capital by the
issuance and allotment of consideration-free ordinary shares, by raising the par value of the shares, or by a combination of these two
methods. This authorisation was granted for a period of 26 months.
Un d er t h e 2 0 t h r es olu tion of t h e S h a r eh old er s ’ Gen er a l Meet in g of 2 3 Ma y 2 0 0 6 , t h e
a ggr ega t e p a r va lu e of s h a res is s u ed im m ed ia t ely or in t h e fu t u r e u n d er th e
10155-01337 ICM:5176639.9
107
a u t h or is a t ion s given in th e 1 6 t h , 1 7 t h a n d 1 9 t h r es olu t ion s is lim it ed t o E UR 1 b illion
a n d t h e a ggrega t e n om in a l va lu e of d eb t s ecu r it ies is s u ed u n d er t h es e a u t h or is a t ion s is
lim it ed t o E UR 1 0 b illion .
Un d er t h e 2 2 n d res olu t ion of t h e S h a reh old ers ’ Gen era l Meet in g of 2 3 Ma y 2 0 0 6 , a s
a m en d ed b y t h e 1 0 t h r es olu tion of t h e S h a reh old er s ’ Gen er a l Meet in g of 1 5 Ma y 2 0 0 7 ,
t h e Boa rd of Dir ect or s is a u t h or is ed t o in crea s e t h e s h a r e ca p it a l on on e or s evera l
occa s ion s b y is s u in g s h a r es to em p loyees wh o a r e m em b ers of th e BNP Pa rib a s Gr ou p ’s
S a vin gs Pla n . Th e a ggr ega t e p a r va lu e of s h a res is s u ed u n d er t h is a u t h oris a t ion is
lim it ed t o E UR 3 6 m illion . Th e a u t h or is a t ion m a y a ls o b e u s ed t o s ell exis tin g s h a res t o
m em b ers of th e BNP Pa rib a s Gr ou p ’s S a vin gs Pla n . Th is a u th oris a tion wa s gr a n t ed for a
p er iod of 2 6 m on th s from 2 3 Ma y 2 0 0 6 .
No shares or other securities were issued under these authorisations in the first half of 2007.
The 11th resolution of the Shareholders’ General Meeting of 15 May 2007 authorised the Board of Directors to cancel, on one or
several occasions and by means of reducing share capital, some or all of the own shares held or acquired under the authorisations
granted by said Meeting, up to a maximum of 10% of the share capital in any 24-month period. The resolution also authorised the
Board of Directors to cancel, by means of reducing share capital, the 2,638,403 own shares acquired at the time of the 23 May 2006
merger with Société Centrale d’ Investissments. Lastly, the Board of Directors is authorised to charge the difference between the
purchase cost of the cancelled shares and their par value against additional paid-in capital and distributable reserves, including the
legal reserve provided that the amount charged against this reserve does not exceed 10% of the par value of the cancelled shares.
These authorisations were granted for a period of 18 months and cancelled and replaced that granted under the 23rd resolution of 23
May 2006.
No shares were cancelled in the first six months of 2007.
The 12th resolution of the Shareholders'General Meeting of 15 May 2007 approving the merger of BNL into BNP Paribas,
authorised the Board of Directors to issue BNP Paribas shares with a par value of EUR 2 each to BNL shareholders in payment for
their BNL shares. A total of between 402,735 and 1,539,740 shares will be issued, depending on the number of BNL shares held by
outside shareholders on the merger completion date, which will be no later than 31 December 2007.
Q
-
Preferred shares and equivalent instruments
Preferred shares issued by Group companies
In December 1997, BNP US Funding LLC, a subsidiary under the exclusive control of the Group, made a USD 500 million issue of
undated non-cumulative preferred shares governed by the law of the United States, which do not dilute ordinary BNP Paribas shares.
The shares pay a fixed rate dividend for a period of ten years. Thereafter, the shares are redeemable at par at the issuer’ s discretion at
the end of each calendar quarter, with unredeemed shares paying a Libor-indexed dividend. The issuer has the option of not paying
dividends on these preferred shares if no dividends were paid on ordinary BNP Paribas SA shares and no coupons were paid on
preferred share equivalents (Undated Super Subordinated Notes) in the previous year. Unpaid dividends are not carried forward.
In October 2000, a further USD 500 million undated non-cumulative preferred share issue was carried out by BNP Paribas Capital
Trust, a subsidiary under the exclusive control of the Group. These shares pay a fixed rate dividend for a period of ten years.
Thereafter, the shares are redeemable at par at the issuer’ s discretion at the end of each calendar quarter, with unredeemed shares
paying a Libor-indexed dividend.
In October 2001, a further two undated non-cumulative preferred share issues, of EUR 350 million and EUR 500 million
respectively, were carried out by two subsidiaries under the exclusive control of the Group, BNP Paribas Capital Trust II and III.
Shares in the first issue pay a fixed rate dividend over five years minimum, and shares in the second issue pay a fixed rate dividend
over ten years. Shares in the first issue were redeemed by the issuer in October 2006 at the end of the contractual five-year period.
Shares in the second issue are redeemable at the issuer’ s discretion after a ten-year period, and thereafter at each coupon date, with
unredeemed shares paying a Euribor-indexed dividend.
In January and June 2002, a further two undated non-cumulative preferred share issues, of EUR 660 million and USD 650 million
respectively, were carried out by two subsidiaries under the exclusive control of the Group, BNP Paribas Capital Trust IV and V.
Shares in the first issue pay a fixed rate dividend paid annually over ten years, and shares in the second issue pay a fixed rate
dividend paid quarterly over 5 years. Shares in the first issue are redeemable at the issuer’ s discretion after a ten-year period, and
thereafter at each coupon date, with unredeemed shares paying a Euribor-indexed dividend. Shares in the second issue were
redeemed by the issuer in June 2007 at the end of the contractual five-year period.
In January 2003, a further non-cumulative preferred share issue of EUR 700 million was carried out by BNP Paribas Capital Trust
VI, a subsidiary under the exclusive control of the Group. Shares in this issue pay an annual fixed rate dividend. The shares are
redeemable after a ten-year period, and thereafter at each coupon date. Shares not redeemed in 2013 will pay a Euribor-indexed
dividend quarterly.
In 2003 and 2004, the LaSer-Cofinoga sub-group – which is proportionately consolidated by BNP Paribas – carried out three issues
of undated preferred shares through special purpose entities governed by UK law and exclusively controlled by the LaSer-Cofinoga
10155-01337 ICM:5176639.9
108
sub-group. These shares pay a non-cumulative priority dividend for a ten-year period, at a fixed rate for those issued in 2003 and an
indexed rate for the 2004 issue. After this ten-year period, they will be redeemable at par at the issuer’s discretion at the end of each
quarter on the coupon date, and the dividend payable on the 2003 issue will become Euribor-indexed.
@@@
¡ ¡¢ @@
£
< @¤@¥¦¨§©ª<¤
« @¤@®¯ ©±°@ ¯¬@¥@ ®<
« @<¬@¥@ ®<
BNP US Funding
December 1997
USD
500 millions 7.738%
10 years
Weekly Libor + 2.8%
BNPP Capital Trust
October 2000
USD
500 millions 9.003%
10 years
3-month Libor + 3.26%
BNPP Capital Trust III
October 2001
EUR
500 millions 6.625%
10 years
3-month Euribor + 2.6%
BNPP Capital Trust IV
January 2002
EUR
660 millions 6.342%
10 years
BNPP Capital Trust VI
January 2003
EUR
700 millions 5.868%
10 years
Cofinoga Funding I LP
March 2003
EUR
100 millions (1) 6.820%
10 years
EUR
80 millions (1) TEC 10 (2) + 1.35%
10 years
TEC 10 (2) + 1.35%
Cofinoga Funding II LP January and May 2004
(1) Before application of the proportionate consolidation rate
(2) TEC 10 is the daily long-term government bond index, corresponding to the yield to maturity of a ficticious 10-year Treasury note
The proceeds of these issues are recorded under "Minority interests" in the balance sheet, and the dividends are reported under
"Minority interests" in the profit and loss account.
-
Undated Super Subordinated Notes (preferred share equivalents) issued by BNP Paribas SA
In June 2005, BNP Paribas SA carried out an issue of Undated Super Subordinated Notes representing USD 1,350 million. The notes
pay an annual fixed-rate coupon. They are redeemable at the end of a 10-year period, and thereafter at each annual coupon date. If the
notes are not redeemed in 2015, they will pay a quarterly Libor-indexed coupon.
In October 2005, BNP Paribas SA carried out two issues of Undated Super Subordinated Notes representing EUR 1,000 million and
USD 400 million respectively. The notes in both issues pay an annual fixed rate coupon. They are redeemable at the end of a 6-year
period, and thereafter at each annual coupon date. If the notes are not redeemed in October 2011, they will continue to pay the fixedrate coupon.
In April 2006, BNP Paribas SA carried out two issues of Undated Super Subordinated Notes representing EUR 750 million and GBP
450 million respectively. The notes in both issues pay an annual fixed rate coupon. They are redeemable at the end of a 10-year
period, and thereafter at each annual coupon date. If the notes are not redeemed in 2016, they will pay a quarterly Euribor-indexed
coupon in the case of the first issue, and a Libor-indexed coupon in the case of the second issue.
In July 2006, BNP Paribas SA carried out two issues of Undated Super Subordinated Notes. The notes under the first issue –
representing EUR 150 million – pay an annual fixed rate coupon. These euro-denominated notes are redeemable at the end of a 20year period and thereafter at each annual coupon date. If these notes are not redeemed in 2026 they will pay a quarterly Euriborindexed coupon . The notes under the second issue – representing GBP 325 million – pay an annual fixed rate coupon. These
sterling-denominated notes are redeemable at the end of a 10-year period and thereafter at each annual coupon date. If these notes are
not redeemed in 2016, they will pay a quarterly Libor-indexed coupon.
In April 2007, BNP Paribas SA carried out an issue of Undated Super Subordinated Notes representing EUR 750 million. The notes
pay an annual fixed rate coupon. They are redeemable at the end of a 10-year period and thereafter at each annual coupon date. If the
notes are not redeemed in 2017, they will pay a quarterly Euribor-indexed coupon.
In June 2007, BNP Paribas SA carried out two issues of Undated Super Subordinated Notes. The notes under the first issue –
representing USD 600 million – pay an annual fixed rate coupon. The notes are redeemable at the end of a 5-year period. The notes
under the second issue – representing USD 1,100 million – pay an annual fixed rate coupon. They are redeemable at the end of a 30year period and thereafter at each annual coupon date. If the notes are not redeemed in 2037, they will pay a quarterly Libor-indexed
coupon.
BNP Paribas has the option of not paying interest due on these Undated Super Subordinated Notes if no dividends were paid on
ordinary BNP Paribas SA shares or on preferred shares in the previous year. Unpaid interest is not carried forward.
The contracts relating to these Undated Super Subordinated Notes contain a loss absorption clause. Accordingly, in the event of
insufficient regulatory capital – which is not fully offset by a capital increase or any other equivalent measure – the nominal value of
the notes may be reduced in order to serve as a new basis for the calculation of the related coupons until the capital deficiency is
made up and the nominal value of the notes is increased to its original amount. However, in the event of the liquidation of BNP
Paribas, the amount due to the holders of these notes will represent their original nominal value irrespective of whether or not their
nominal value has been reduced.
10155-01337 ICM:5176639.9
109
² ³³@´@µ@¶
BNP Paribas SA
BNP Paribas SA
BNP Paribas SA
BNP Paribas SA
BNP Paribas SA
BNP Paribas SA
BNP Paribas SA
BNP Paribas SA
BNP Paribas SA
BNP Paribas SA
·¸¹ µº<»¡¼ ³³@´@µ
June 2005
October 2005
October 2005
April 2006
April 2006
July 2006
July 2006
April 2007
June 2007
June 2007
½´<¶ ¶ µ@¾@¿À¨ÁÂ¯º´<¾¹
USD
EUR
USD
EUR
GBP
EUR
GBP
EUR
USD
USD
1 350 millions
1 000 millions
400 millions
750 millions
450 millions
150 millions
325 millions
750 millions
600 millions
1 100 millions
Ã¸¹ µ¸@¾@Æ¯¹ µ@¶ ÂÈÇ@µ» º¶ µ¯Ä³¹@¿¸@Å ÅÆ<¸¹ µ
5.186%
4.875%
6.250%
4.730%
5.945%
5.450%
5.945%
5.019%
6.500%
7.195%
10 years
6 years
6 years
10 years
10 years
20 years
10 years
10 years
5 years
30 years
Ã¸¹ µ¸» ¹ µ@¶<Ä³¹@¿¸@Å ÅÆq¸¹ µ
USD 3-month Libor + 1.68%
4.875%
6.250%
GBP 3-month Libor + 1.13%
GBP 3-month Libor + 1.81%
6.50%
USD 3-month Libor + 1.29%
Th e p r oceed s r a is ed b y t h es e is s u es a re record ed u n d er “ Ret a in ed ea r n in gs ” a s p a rt of
equ it y. In a ccor d a n ce wit h IAS 2 1 , is s u es ca r r ied ou t in for eign cu r r en cies a r e recogn is ed
a t t h eir h is tor ica l va lu e b a s ed on t h eir t r a n s la t ion in t o eu r os a t t h e is s u e d a t e. In t eres t
on t h e in s t r u m en t s is t r ea t ed in th e s a m e wa y a s d ivid en d s .
Q
Own equity instruments (shares issued by BNP Paribas shares and held by the Group)
The 5th resolution of the Shareholders’ Meeting of 15 May 2007 authorised the Board of Directors to buy back shares representing up
to 10% of the Bank’s issued capital at 22 January 2007. The shares could be acquired for the following purposes: for subsequent
cancellation, on a basis to be determined by the shareholders in Extraordinary Meeting, to fulfil the Bank’s obligations relative to the
issue of shares or share equivalents, stock option plans, the award of consideration-free shares to employees, directors or corporate
officers, and the allocation or sale of shares to employees in connection with the employee profit-sharing scheme, employee share
ownership plans or corporate savings plans; to be held in treasury stock for subsequent remittance in exchange or payment for
external growth, merger, demerger or share-swap transactions; within the scope of a liquidity agreement complying with a code of
ethics recognised by the French securities regulator (ÉËÊ<Ì Í¡ÎÏ Ì ÐÒÑÓÔÕ×Ö<ÎØÙqÐÔÚÛÏ ÜqÖ<ÜqØ@Ï ÓÎ5Ô ); or for asset and financial management
purposes. The maximum buyback price is set at EUR 105 per share. This authorisation was given for a period of 18 months and
cancelled and replaced the authorisation granted under the fifth resolution of the Shareholders’ Meeting of 23 May 2006.
In addition, a BNP Paribas subsidiary involved in market index trading and arbitrage activities carries out, as part of these activities,
short selling of shares issued by BNP Paribas SA.
At 30 June 2007, the Group held 33,156,988 BNP Paribas shares representing an amount of EUR 2,376 million, deducted from
shareholders’ equity in the balance sheet.
10155-01337 ICM:5176639.9
110
ÝÞ ß@àÞ á â5ã äÞ åæã Þ äçèäé5ã á ß@çè
üý çâþ@íá ã åá çè5ã Þ íøâçã è
ÿ è ð äÞ âè
á èèíâë
qÝÝäÞ á ùäèæäçë
ùå
ð âî ë ùåæã ð â Þ ß¡íà
ï@ð äÞ âè ð âî ëä5ãñ5è5ãòäçíäÞ å
óôôõ
Acquisitions
Other movements
ï@ð äÞ âè ð âî ëä5ãöôòíçâóôôõ
Acquisitions
Other movements
ï@ð äÞ âè ð âî ëä5ãöñæ÷¡âéâøùâÞóôôõ
Acquisitions
Other movements
ï@ð äÞ âè ð âî ëä5ãöôòíçâóôôú
55,112,609
Carrying amount
(in millions of
euros)
Number of
shares
2,693
(599,870)
Carrying amount
(in millions of
euros)
(32)
ê@ßã äî
Number of
shares
Carrying amount
(in millions of
euros)
54,512,739
2,661
7,217,977
393
7,217,977
393
(13,994,568)
(691)
(13,994,568)
(691)
(3,279,300)
(155)
(453,012)
(27)
(3,732,312)
(182)
45,056,718
2,240
(1,052,882)
(59)
44,003,836
2,181
4,459,091
(39,374,263)
(1,081,527)
283
(2,003)
(59)
(3,282,855)
(237)
4,459,091
(39,374,263)
(4,364,382)
283
(2,003)
(296)
9,060,019
461
(4,335,737)
(296)
4,724,282
165
6,635,173
472
6,635,173
472
(1,576,032)
(73)
(1,177,008)
(116)
(2,753,040)
(189)
14,119,160
860
(5,512,745)
(412)
8,606,415
448
5,877,695
473
Acquisitions
5,877,695
473
Other movements
(751,347)
(41)
11,479,146
906
10,727,799
865
19,245,508
1,292
5,966,401
494
25,211,909
1,786
20,275,837
1,690
20,275,837
1,690
1,342,818
75
(13,673,576)
(1,175)
(12,330,758)
(1,100)
40,864,163
3,057
(7,707,175)
(681)
33,156,988
2,376
ï@ð äÞ âè ð âî ëä5ãöñæ÷¡âéâøùâÞóôôú
Acquisitions
Other movements
ï@ð äÞ âè ð âî ëä5ãöôòíçâóôôû
Q
Number of
shares
ê¡Þ äë@á çìäééß@íçãã Þ äçèäé5ã á ß@çè
Earnings per share
Diluted earnings per share corresponds to net income for the year divided by the weighted average number of shares outstanding as
adjusted for the maximum effect of the conversion of dilutive equity instruments into ordinary shares. Stock subscription options are
taken into account in the diluted earnings per share calculation. Conversion of these instruments would have no effect on the net
income figure used in this calculation.
# $% & ' &() & ) ($ *(% &(''% ) '(+ % ,-+(+ . % % ) ) % / + 01 2 3
8 % , '($9+ (, *+/ + '% (+ :
(+ $ (' % ,' + % ,
:(+
Effect of potentiallydilutive ordinaryshares:
8 % , '($9+ (, *+/ + '% (+ :
(+ '
&() & ) (< '% ) '(+ % ,-+(+ = (% &(+ % ,-+(+ . % + 0
? % ) '(+ % ,
-+(+ . % + 0
4 5
; ;; 75 5 6
8,174,299
;<; 4 "
5 5 6 7
"> ">
7<6
! "
56
4 <; "
6 5 56
9,743,799
4 4 "<
6 6 5 5
4 >4 4 > 57
4 " ; 4
6 5 7 5 7
6,842,851
4 < "
6 7<5 5 7
>
> 67
(1) Net income used to calculate basic and diluted earnings per share is net income per the profit and loss account, adjusted for the
remuneration on the Undated Super Subordinated Notes issued by BNP Paribas SA (treated as preferred share equivalents), which for
accounting purposes are treated as dividends.
Further to the capital increase (with pre-emptive subscription rights for existing shareholders) carried out on 31 March 2006, in
accordance with IAS 33 the reported earnings per share figures for the first half of 2005 and the first half of 2006 (corresponding to
EUR 3.84 and EUR 4.43 respectively for basic earnings per share and EUR 3.82 and EUR 4.39 respectively for diluted earnings per
share) have been adjusted in order to facilitate period-on-period comparisons.
A dividend of EUR 3.10 per share was paid in 2007 out of 2006 net income, compared with a dividend of EUR 2.60 per share paid in
2006 out of 2005 net income and a dividend of EUR 2.00 per share paid in 2005 out of 2004 net income.
10155-01337 ICM:5176639.9
111
Scope of consolidation
@ A BC
DFE G H I J K
(A) (B) (C) (D) (E) (F)
L C IM E N
O R H J EI C G J PC T Q IVE U IWR H X S
CT
O J E R HG I PC JE C YT HI U WJ X M R P
DFE H T E Z R N A I R H S[ E B P A H K
BNP Paribas SA
France
Full
100.00%
100.00%
\ J C H [ M] C I A R Z ^ A H _ R H S
Banque de Bretagne
France
Full
100.00%
100.00%
BNP Paribas Developpement SA
BNP Paribas Factor
France
France
Full
Full
100.00%
100.00%
100.00%
100.00%
France
Equity
33.33%
33.33%
Compagnie pour le Financement des Loisirs - Cofiloisirs
2
] C I A R Z ^ A HV_ R H S`Va I A Z KU ^ $@ b ^ A H [ A DFE B BC J [ R A Z C X
Artigiancassa SPA
1
Artigiansoa - Org. Di Attestazione SPA
1
Banca Nazionale del Lavoro SPA
1
BNL Broker Assicurazioni SPA
1
BNL Direct Services SPA
1
BNL Edizioni SRL
1
Italy
Full
73.86%
73.19%
7
Italy
Equity
80.00%
58.56%
Italy
Full
99.10%
99.10%
8
Italy
Full
100.00%
99.10%
Italy
Full
100.00%
99.10%
7
Italy
Equity
100.00%
99.10%
BNL Finance SPA
1
Italy
Full
100.00%
99.10%
BNL International Investment SA
1
Luxembourg
Full
100.00%
99.10%
BNL Participazioni SPA
1
Italy
Full
100.00%
99.10%
BNL Positivity SRL
1
Italy
Full
51.00%
50.54%
BNL Progetto SPA
Creaimpresa SPA (Groupe)
1
2
Italy
Full
100.00%
99.10%
7
Italy
Equity
76.90%
56.29%
International Factors Italia SPA - Ifitalia
1
Italy
Full
99.51%
98.62%
Serfactoring SPA
1
Italy
Equity
27.00%
26.67%
c P C [ R A Z d G J P E T Ce H I R I R C T
Vela ABS
1
Italy
Full
Vela Home SRL
1
Italy
Full
Vela Public Sector SRL
1
Italy
Full
aH I C J H A I RE H A Z ] C I A RZ A H N
] C I A R Z ^ A HV_ R H S`Vf$H R I C N
BancWest Corporation
\ RH A H [ RA Z c C JQ R[ C T
c I A I C T E g h BC J R [ A
Bank of the West
U.S.A
Full
100.00%
100.00%
U.S.A
Full
100.00%
100.00%
FHL Lease Holding Company Incorporated
U.S.A
Full
100.00%
100.00%
First Hawaïan Bank
U.S.A
Full
100.00%
100.00%
Union Safe Deposit Bank
5
U.S.A
b C A T R H S` \ R H A H [ Cb C A T C T
Albury Asset Rentals Limited
UK
Full
100.00%
100.00%
All In One Allemagne
Germany
Full
100.00%
100.00%
All In One Vermietung GmbH
12
8
Antin Bail
Aprolis Finance
Avelingen Finance BV
1
Barloword Heftruck BV
1
4
1
2
BNP Paribas Lease Group Holding SPA
10155-01337 ICM:5176639.9
100.00%
100.00%
France
Full
51.00%
51.00%
Netherlands
BNP Paribas Lease Group KFT
(A) Movements for 6 months to 30 June 2005
(B) Movements for 6 months to 31 December 2005
(C) Movements for 6 months to 30 June 2006
(D) Movements for 6 months to 31 December 2006
(E) Movements for 6 months to 30 June 2007
(1) Acquisition
(2) Entity newly incorporated or passing qualifying threshold
(3) Disposal
(4) Deconsolidation
(5) Merger between consolidated entities
(6) Change of method - Proportionate method to full consolidation
(7) Change of method - Full consolidation to equity method
100.00%
100.00%
France
BNP Paribas Lease Group GmbH & Co KG
BNP Paribas Lease Group Netherlands BV
Full
Full
Netherlands
BNP Paribas Lease Group
BNP Paribas Lease Group BV
Austria
France
2
1
50.00%
50.00%
Full
100.00%
100.00%
Netherlands
Full
100.00%
100.00%
Austria
Full
100.00%
100.00%
Italy
Full
100.00%
100.00%
Hungary
Full
100.00%
100.00%
Netherlands
Full
100.00%
100.00%
(8) Change of method - Equity method to full consolidation
(9) Change of method - Full consolidation to proportionate method
(10) Change of method - Equity method to proportionate method
(11) Reconsolidation
(12) Entities consolidated using a simplified equity method (non-material)
(13) Business transfers due to the creation of Italian retail banking segment
(14) First-time consolidation to comply with IFRS
112
Equity
l j | z p {V z p j p l l j | l | } n p q v
i j kl
mFn o p q r s
(A) (B) (C) (D) (E) (F)
BNP Paribas Lease Group Polska SP z.o.o
12
BNP Paribas Lease Group RT
8
2
t l qu n v
w z p r nq l o r xl | y qVn } q~z p {
l|
w r n z po q xl rn l | pq } ~r u z x
Poland
Full
100.00%
100.00%
Hungary
Full
100.00%
100.00%
BNP Paribas Lease Group UK PLC
UK
Full
100.00%
100.00%
BNP Paribas Lease Group SA Belgium
Belgium
Full
100.00%
100.00%
BNP Paribas Lease Group SPA
Italy
Full
100.00%
100.00%
BNP Paribas Leasing Gmbh
Germany
Full
100.00%
100.00%
100.00%
Bureau Services Limited
UK
Full
100.00%
Centro Leasing SPA
Italy
Equity
43.54%
43.54%
Claas Financial Services
France
Full
60.11%
60.11%
Claas Financial Services Limited
2
Claas Leasing Gmbh
UK
Full
51.00%
51.00%
Germany
Full
100.00%
60.11%
CNH Capital Europe
France
Full
50.10%
50.10%
CNH Capital Europe Limited
UK
Full
100.00%
50.10%
Cofiplan
2
Commercial Vehicle Finance Limited
Cooperleasing SPA
1
13
Diamond Finance UK Limited
Equipment Lease BV
1
Finance et Gestion SA
Geveke Rental BV
1
France
Full
99.99%
99.99%
UK
Full
100.00%
100.00%
Italy
Equity
50.00%
49.55%
UK
Full
60.00%
60.00%
Netherlands
Full
100.00%
100.00%
France
Full
70.00%
70.00%
Full
100.00%
100.00%
4
Netherlands
4
UK
H.F.G.L Limited
UK
HIH Management Limited
Humberclyde Commercial Investments Limited
UK
Full
100.00%
100.00%
Humberclyde Commercial Investments N°1 Limited
UK
Full
100.00%
100.00%
Humberclyde Commercial Investments N°4 Limited
UK
Full
100.00%
100.00%
Humberclyde Finance Limited
UK
Full
100.00%
100.00%
Humberclyde Industrial Finance Limited
UK
Full
100.00%
100.00%
Humberclyde Investments Limited
UK
Full
100.00%
100.00%
Full
100.00%
100.00%
Humberclyde Management Services Limited
4
UK
Humberclyde Spring Leasing Limited
4
UK
5
Belgium
Leaseco International BV
1
Netherlands
Leasing J. Van Breda & Cie
1
Locafit SPA
1
13
Italy
Full
100.00%
99.10%
Locatrice Italiana SPA
1
13
Italy
Full
100.00%
99.10%
Locatrice Strumentale SRL
1
Italy
Equity
100.00%
99.10%
UK
Full
51.00%
51.00%
Manitou Finance Limited
13
2
Natiobail
France
Full
100.00%
100.00%
Natiocrédibail
France
Full
100.00%
100.00%
Natiocrédimurs
France
Full
100.00%
100.00%
Natioénergie
France
Full
100.00%
100.00%
France
Full
100.00%
100.00%
France
Full
51.00%
51.00%
France
Full
99.97%
99.97%
UK
Full
100.00%
100.00%
Norbail Snc
4
Norbail Location
4
France
France
Paricomi
SAS MFF
2
Same Deutz-Fahr Finance
Same Deutz Fahr Finance Limited
SCAU
4
France
UFB Asset Finance Limited
UK
Full
100.00%
100.00%
United Care Group Limited
UK
Full
100.00%
100.00%
UK
Full
100.00%
100.00%
United Care (Cheshire) Limited
United Corporate Finance Limited
4
UK
United Inns Management Limited
4
UK
(1) Acquisition
(3) Disposal
(4) Deconsolidation
10155-01337 ICM:5176639.9
113
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(A) (B) (C) (D) (E) (F)
Axa Banque Financement
4
Banco Cetelem Argentina
4
2
France
11
Argentina
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Equity
35.00%
35.00%
Full
60.00%
60.00%
Banco Cetelem Portugal
Portugal
Full
100.00%
100.00%
Banco Cetelem SA
Spain
Full
100.00%
100.00%
Bieffe 5 SPA
2
Italy
Equity
50.00%
50.00%
France
Equity
33.00%
33.00%
Carrefour Administration Cartos de Creditos - CACC
Brazil
Equity
40.00%
40.00%
Cetelem
France
Full
100.00%
100.00%
Caisse d’Epargne Financement - CEFI
Cetelem Algérie
12
8
Cetelem America
Cetelem Asia
2
Cetelem Bank Gmbh
Cetelem Bank SA
2
Algeria
Full
100.00%
100.00%
Brazil
Full
100.00%
100.00%
100.00%
Hong-Kong
Full
100.00%
Germany
Full
50.10%
50.10%
Poland
Full
100.00%
100.00%
Cetelem Belgium
Belgium
Full
100.00%
100.00%
Cetelem Benelux BV
Netherlands
Full
100.00%
100.00%
Cetelem Brésil
Brazil
Full
100.00%
100.00%
Cetelem CR
Czech Rep.
Full
100.00%
100.00%
100.00%
Cetelem IFN SA
Cetelem Maroc
1
1
Cetelem Mexico SA de CV
100.00%
99.79%
92.82%
Full
100.00%
100.00%
8
Mexico
Poland
Full
100.00%
100.00%
12
8
China
Full
100.00%
100.00%
Brazil
Equity
100.00%
100.00%
Full
100.00%
100.00%
Cetelem Serviços Limitada
2
Cetelem Slovensko
Full
Full
12
Cetelem Polska Expansion SA
Cetelem Processing Services (Shanghai) Limited
Romania
Morocco
2
Slovakia
Cetelem Thailande
Thailand
Full
100.00%
100.00%
Cetelem UK
UK
Full
100.00%
100.00%
100.00%
Cofica Bail
France
Full
100.00%
Cofidis France
France
Equity
15.00%
15.00%
Cofinoga
France
Prop.
100.00%
50.00%
Cofiparc SNC
France
Full
100.00%
100.00%
Compagnie Médicale de financement de Voitures et matériels - CMV Médiforce
France
Full
100.00%
100.00%
Credial Italie SPA
2
Italy
Credisson Holding Limited
1
Cyprus
Prop.
50.00%
50.00%
Full
100.00%
100.00%
Crédit Moderne Antilles
France
Full
100.00%
100.00%
Crédit Moderne Guyane
France
Full
100.00%
100.00%
Crédit Moderne Océan Indien
Effico Iberia
2
France
Full
97.81%
97.81%
Spain
Full
100.00%
100.00%
Effico Soreco
France
Full
99.95%
99.95%
Eurocredito
Spain
Full
100.00%
100.00%
100.00%
Facet
France
Full
100.00%
Fidem
France
Full
51.00%
51.00%
Fimestic Expansion SA
Spain
Full
100.00%
100.00%
Findomestic
Findomestic Banka a.d
12
Fortis Crédit
3
Prop.
50.00%
50.00%
Equity
50.00%
49.83%
Belgium
KBC Pinto Systems
2
Laser (Groupe)
Italy
Serbia
10
Belgium
Equity
39.99%
39.99%
France
Prop.
50.00%
50.00%
Loisirs Finance
France
Full
51.00%
51.00%
Magyar Cetelem
Hungary
Full
100.00%
100.00%
100.00%
Métier Regroupement de Crédits
12
Monabank
2
Norrsken Finance
8
France
Full
100.00%
France
Equity
34.00%
34.00%
France
Full
51.00%
51.00%
Novacrédit
2
France
Equity
34.00%
34.00%
Projeo
2
France
Full
50.97%
50.97%
France
Prop.
55.00%
55.00%
SA Domofinance
(1) Acquisition
(3) Disposal
(4) Deconsolidation
10155-01337 ICM:5176639.9
2
9
114

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F
(A) (B) (C) (D) (E) (F)

V

Servicios Financieros Carrefour EFC
Spain
Equity
40.00%
40.00%
Société de Paiement Pass
France
Equity
40.01%
40.01%
Brazil
Prop.
50.00%
50.00%
Prop.
50.00%
0.00%
Full
100.00%
100.00%
Submarino Finance Promotora de Credito Limitada
2
£

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FCC Findomestic
4
Italy
FCC Master Dolphin
Italy
FCC Master Noria
FCC Retail ABS Finance

¥ ¦
Abbey National France
4
1
France
2
France
5
France
Banca UCB SPA
Italy
Full
100.00%
100.00%
BNP Paribas Invest Immo
France
Full
100.00%
100.00%
SAS Prêts et Services
France
Full
100.00%
100.00%
UCB
France
Full
100.00%
100.00%
UCB Hypotheken
UCB Suisse
Union de Creditos Immobiliarios - UCI (Groupe)
£
¡ V ¢ V¤
12
8
9
Netherlands
Full
100.00%
100.00%
Switzerland
Full
100.00%
100.00%
Prop.
50.00%
50.00%
Spain
FCC Domos 2003
France
Full
100.00%
100.00%
FCC Master Domos
France
Full
100.00%
100.00%
FCC Master Domos 4
France
Full
100.00%
100.00%
FCC Master Domos 5
France
Full
100.00%
100.00%
Spain
Prop.
50.00%
50.00%
FCC U.C.I 4-17 (ex FCC 4-16)

F V§$ ¤ ¡ V
Arius Finance Holding
9
5
France
Arius SA
France
Full
100.00%
100.00%
Arma Beheer BV
Netherlands
Full
100.00%
100.00%
Artegy Limited
UK
Full
100.00%
100.00%
Artegy SAS
France
Full
100.00%
100.00%
Arval Belgium
Belgium
Arval Brasil Limitada
12
Brazil
Full
100.00%
100.00%
Equity
100.00%
100.00%
Arval Business Services Limited
UK
Full
100.00%
100.00%
Arval BV
Netherlands
Full
100.00%
100.00%
Arval Deutschland GmbH
Germany
Full
100.00%
100.00%
Arval ECL SAS
France
Full
100.00%
100.00%
Arval Limited
UK
Full
100.00%
100.00%
Arval Luxembourg
Luxembourg
Full
100.00%
100.00%
Arval NV
Belgium
Full
100.00%
100.00%
Arval PHH Holding SAS
France
Full
100.00%
100.00%
Arval PHH Holdings Limited
UK
Full
100.00%
100.00%
Arval PHH Holdings UK Limited
UK
Full
100.00%
100.00%
Arval PHH Service Lease CZ
12
Arval Portugal
Arval Russie
12
Arval Schweiz AG
8
Czech Rep.
Full
100.00%
100.00%
Portugal
Full
100.00%
100.00%
Russia
Equity
100.00%
99.99%
Full
100.00%
100.00%
100.00%
Switzerland
Arval Service Lease
France
Full
100.00%
Arval Service Lease Espagne
Spain
Full
99.98%
99.97%
Arval Service Lease Italia
Italy
Full
100.00%
100.00%
Poland
France
Full
Full
100.00%
100.00%
100.00%
100.00%
Arval UK Group Limited
Arval Service Lease Polska SP
Arval Trading
UK
Full
100.00%
100.00%
Arval UK Limited
UK
Full
100.00%
100.00%
(1) Acquisition
(3) Disposal
(4) Deconsolidation
10155-01337 ICM:5176639.9
2
115
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BNP Paribas Fleet Holdings Limited
UK
Full
100.00%
100.00%
Dialcard Fleet Information Services Limited
UK
Full
100.00%
100.00%
Dialcard Limited
UK
Full
100.00%
100.00%
Gestion et Location Holding
France
Full
100.00%
100.00%
Harpur UK Limited
4
Overdrive Business Solutions Limited
UK
Full
100.00%
100.00%
UK
Full
100.00%
100.00%
Overdrive Credit Card Limited
UK
Full
100.00%
100.00%
PHH Financial services Limited
UK
Full
100.00%
100.00%
PHH Holdings (1999) Limited
UK
Full
100.00%
100.00%
PHH Investment Services Limited
UK
Full
100.00%
100.00%
PHH Leasing (N°9) Limited
UK
Full
100.00%
100.00%
PHH Treasury Services Limited
UK
Full
100.00%
100.00%
PHH Truck Management Services Limited
UK
Full
100.00%
100.00%
Pointeuro Limited
UK
Full
100.00%
100.00%
UK
Full
100.00%
100.00%
ªThe
« Harpur
© Group« » UK
« © »Limited
ª© « »
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±Æ °
Bank of Nanjing (ex Nanjing City Commercial Bank Corp Limited)
1
China
Banque Internationale du Commerce et de l'
Industrie Burkina Faso
Burkina Faso
Equity
19.20%
19.20%
Full
51.00%
51.00%
Industrie Cote d'
Ivoire
Ivory Coast
Full
67.49%
67.49%
Industrie Gabon
Gabon
Full
46.67%
46.67%
Guinea
Equity
30.83%
30.83%
Full
85.00%
85.00%
Industrie Guinée
2
Industrie Mali
12
8
Mali
Industrie Senegal
Senegal
Full
54.11%
54.11%
Banque Malgache de l'
Ocean Indien
Madagascar
Full
75.00%
75.00%
Banque Marocaine du Commerce et de l'
Industrie
Industrie Crédit Conso
2
Industrie Gestion
12
Industrie Leasing
Morocco
Full
64.75%
64.75%
Morocco
Full
100.00%
78.50%
Morocco
Equity
100.00%
64.75%
Morocco
Full
72.03%
46.64%
Industrie Offshore
Morocco
Full
100.00%
64.75%
Banque pour le Commerce et l'
Industrie de la Mer Rouge
Djibouti
Full
51.00%
51.00%
BNP Intercontinentale - BNPI
France
Full
100.00%
100.00%
BNP Paribas BDDI Participations
France
Full
100.00%
100.00%
BNP Paribas Cyprus Limited
Cyprus
Full
100.00%
100.00%
BNP Paribas El Djazair
Algeria
Full
100.00%
100.00%
BNP Paribas Guadeloupe
France
Full
100.00%
100.00%
BNP Paribas Guyane
France
Full
100.00%
100.00%
BNP Paribas Le Caire
Egypt
Full
95.19%
95.19%
BNP Paribas Martinique
France
Full
100.00%
100.00%
BNP Paribas Nouvelle Caledonie
France
Full
100.00%
100.00%
BNP Paribas Réunion
France
Full
100.00%
100.00%
France
Full
70.00%
70.00%
BNP Paribas Vostok Holdings
2
SIFIDA
4
Société Financière pour pays d'
Outre Mer - SFOM
4
Turk Ekonomi Bankasi Yatirimlar Anonim Sirketi (Groupe)
1
Luxembourg
Switzerland
Ukranian Insurance Alliance
12
UkrSibbank
1
UkrSibbank LLC
12
8
Turkey
Prop.
50.00%
50.00%
Ukraine
Equity
99.99%
51.00%
Ukraine
Full
51.00%
51.00%
Russia
Full
100.00%
51.00%
Union Bancaire pour le Commerce et l'
Industrie
Tunisia
Full
50.00%
50.00%
Union Bancaire pour le Commerce et l'
Industrie Leasing
Tunisia
Full
75.40%
37.70%
Italy
Full
«À ©
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Vela Lease SRL
(1) Acquisition
(3) Disposal
(4) Deconsolidation
10155-01337 ICM:5176639.9
1
13
116
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(A) (B) (C) (D) (E)
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Assu-Vie SA
12
Banque Financiere Cardif
5
BNL Vita SPA
1
France
Ô Ì ÑÕ Î Ö
Equity
ÌÜ
× Ò Î Ú Ð Ï Ñ ØÌ ÒÎ Ì àÜ ÑVÐ Ý ÞÒ ß Õ Ú Ø
× Ú Ð Ò ÑÎ Ì Ï Ò ØÌ Ü Ù ÑVÎ Ý Ñ ÞÚ Ð ß Û
50.00%
50.00%
France
13 Italy
BNP Paribas Assurance
France
Equity
50.00%
49.55%
Full
100.00%
100.00%
Cardif Assicurazioni SPA
Italy
Full
100.00%
100.00%
Cardif Assurance Vie
France
Full
100.00%
100.00%
Cardif Assurance Vie Polska
2
Cardif do Brasil Seguros
Cardif do Brasil Seguros e Garantias
12
Cardif Leven
Poland
Full
100.00%
100.00%
Brazil
Full
100.00%
100.00%
Brazil
Equity
100.00%
100.00%
Full
100.00%
100.00%
Belgium
Cardif Levensverzekeringen NV
Netherlands
Cardif Mexico Seguros de Vida
12
Cardif Mexico Seguros Generales SA
12
Cardif Nederland Holding BV
Cardif Pinnacle Insurance Holding Limited (ex Pinnafrica Holding Limited)
12
Cardif RD
Full
100.00%
100.00%
Mexico
Equity
100.00%
100.00%
Mexico
Equity
100.00%
100.00%
Netherlands
Full
100.00%
100.00%
South Africa
Equity
98.00%
98.00%
Full
100.00%
100.00%
France
Cardif Retraite Assurance Vie
11
Cardif SA
Cardif Schadeverzekeringen NV
France
Full
100.00%
100.00%
France
Full
100.00%
100.00%
Netherlands
Cardivida Correduria de Seguros
12
Centro Vita Assicurazioni SPA
Full
100.00%
100.00%
Spain
Equity
100.00%
100.00%
Italy
Prop.
49.00%
49.00%
Compagnie Bancaire Uk Fonds C
UK
Full
100.00%
100.00%
Compania de Seguros Generales
Chile
Full
100.00%
100.00%
Chile
Full
100.00%
100.00%
Compania de Seguros Vida SA
11
Cybele RE
5 Luxembourg
Darnell Limited
Ireland
Full
100.00%
100.00%
GIE BNP Paribas Assurance
France
Full
100.00%
100.00%
Global Euro
2 France
Investlife Luxembourg SA
Luxembourg
Natio Assurance
France
Natio Fonds Athenes Investissement 5
2 France
Full
100.00%
100.00%
Full
100.00%
100.00%
Prop.
50.00%
50.00%
Full
100.00%
100.00%
Natio Fonds Collines Investissement 1
2 France
Full
100.00%
100.00%
Natio Fonds Collines Investissement 3
2 France
Full
100.00%
100.00%
Natiovie
Patrimoine Management & Associés
5
France
1
Pinnacle Insurance Holding PLC
France
Full
67.00%
67.00%
UK
Full
100.00%
100.00%
Pinnacle Insurance Management Services PLC
UK
Full
100.00%
100.00%
Pinnacle Insurance PLC
UK
Full
100.00%
100.00%
98.00%
Pinnafrica Insurance Company Limited
12
South Africa
Equity
100.00%
Pinnafrica Insurance Life Limited
12
South Africa
Equity
100.00%
98.00%
Pojistovna Cardif Pro Vita
12
Czech Rep.
Equity
100.00%
100.00%
SARL Carma Grand Horizon
France
Full
100.00%
100.00%
SARL Reumal Investissements
France
Full
100.00%
100.00%
SCI 104-106 rue Cambronne
France
Full
99.90%
99.90%
SCI 14 rue Vivienne
France
Full
99.90%
99.90%
SCI 24-26 rue Duranton
3 France
SCI 25 rue Abbe Carton
3 France
SCI 25 rue Gutenberg
3 France
SCI 40 rue Abbe Groult
3 France
SCI 100 rue Lauriston
France
Full
99.90%
99.90%
SCI 6 Square Foch
France
Full
99.90%
99.90%
SCI 8-10 place du Commerce
France
Full
99.90%
99.90%
SCI Asnieres 1
France
Full
99.90%
99.90%
(1) Acquisition
(3) Disposal
(4) Deconsolidation
10155-01337 ICM:5176639.9
117
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(A) (B) (C) (D) (E)
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ÌÜ
SCI Beausejour
France
Full
99.90%
99.90%
SCI BNP Paribas Pierre 2
France
Full
100.00%
100.00%
SCI Boulevard Malesherbes
France
Full
99.90%
99.90%
SCI Boulogne Centre
France
Full
99.90%
99.90%
SCI Boulogne Nungesser
France
Full
99.90%
99.90%
SCI Corosa
France
Full
100.00%
100.00%
SCI Courbevoie
France
Full
99.90%
99.90%
SCI Defense Etoile
France
Full
100.00%
100.00%
SCI Defense Vendome
France
Full
100.00%
100.00%
SCI Etoile
SCI Immeuble Demours
France
France
Full
Full
99.00%
100.00%
99.00%
100.00%
Full
99.90%
99.90%
Full
100.00%
100.00%
SCI Le Chesnay 1
3 France
SCI Levallois 2
France
SCI Maisons 1
3 France
SCI Malesherbes Courcelles
France
SCI Montrouge 2
3 France
SCI Montrouge 3
3 France
SCI Paris Cours de Vincennes
France
Full
99.90%
99.90%
SCI Moussorgski
France
Full
99.90%
99.90%
Full
99.90%
99.90%
SCI Residence le Chatelard
4 France
SCI rue Mederic
France
SCI Rueil 1
3 France
SCI Rueil Ariane
France
Full
99.90%
99.90%
SCI Rueil Caudron
France
Full
100.00%
100.00%
SCI Saint Maurice 2
3 France
SCI Suresnes 2
3 France
SCI Suresnes 3
Full
99.90%
99.90%
Shinan et Life Corée
2
France
South Korea
Prop.
50.00%
50.00%
State Bank India Life Cy
2
India
Equity
26.00%
26.00%
Thai Cardif Insurance Life Company Limited
2
Thailand
Equity
25.00%
25.00%
2 France
Full
100.00%
100.00%
1 France
Full
100.00%
100.00%
Full
100.00%
99.99%
Valtitres
ç Ò Ú Ù Ê Ñ ÌèVÊ Ð é Ú Ð Û
Banque Privée Anjou (ex Dexia Banque Privée)
Bank von Ernst
1
5
France
Bergues Finance Holding
Bahamas
BNL International Luxembourg
1
5 Luxembourg
BNP Paribas Espana SA
Spain
Full
99.57%
99.57%
BNP Paribas Investment Services LLC
U.S.A
Full
100.00%
100.00%
BNP Paribas Private Bank
France
Full
100.00%
100.00%
BNP Paribas Private Bank Monaco
France
Full
100.00%
99.99%
Full
100.00%
100.00%
Full
100.00%
100.00%
Bahamas
Full
100.00%
99.99%
B*Capital
France
Full
99.96%
99.96%
Cortal Consors France
France
Full
100.00%
100.00%
Full
100.00%
100.00%
BNP Paribas Private Bank Switzerland
5
Switzerland
1
5 Switzerland
1
4 Italy
Conseil Investissement
France
Lavoro Bank Ag Zurigo
Nachenius, Tjeenk et Co NV
1
Servizio Italia SPA
Société Monégasque de Banque Privée
1
Netherlands
5
United European Bank Switzerland
United European Bank Trust Nassau
ê Ð ë Ú Ð Ìè Ò Î é Ì Ò Ê Û Ì
Cortal Consors Luxembourg
5
10155-01337 ICM:5176639.9
Switzerland
Luxembourg
FundQuest
(1) Acquisition
(3) Disposal
(4) Deconsolidation
France
5
France
118
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(A) (B) (C) (D) (E)
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BNL Fondi Immobiliari
1
13 Italy
Full
100.00%
BNL Gestioni SGR
1
13 Italy
Full
100.00%
99.10%
Full
100.00%
100.00%
BNP PAM Group
France
BNP Paribas Asset Management GmbH
12
BNP Paribas Asset Management
BNP Paribas Asset Management Brasil Limitada
2
BNP Paribas Asset Management Japan Limited
2
11
BNP Paribas Asset Management Group Luxembourg
BNP Paribas Asset Management SGR Milan SPA
Germany
France
5
Equity
100.00%
100.00%
Full
100.00%
100.00%
Brazil
Full
100.00%
100.00%
Japan
Full
100.00%
100.00%
Luxembourg
Full
99.66%
99.66%
12
Italy
Full
100.00%
100.00%
12
Uruguay
BNP Paribas Asset Management UK Limited
UK
BNP Paribas Asset Management Uruguay SA
99.10%
Full
100.00%
100.00%
Equity
100.00%
100.00%
BNP Paribas Epargne et Retraite Entreprise
5
France
BNP Paribas Financière AMS (Fin'
AMS)
2
France
Full
100.00%
100.00%
France
Full
100.00%
100.00%
100.00%
BNP Paribas Fund Services France
2
BNP Paribas Private Equity
12
France
Equity
100.00%
BNP Paribas SGIIC
12
Spain
Equity
100.00%
99.57%
France
Full
100.00%
100.00%
Cardif Asset Management
Cardif Gestion d'
Actifs
11
France
Charter Atlantic Corporation (ex Fischer Francis Trees & Watts)
8 U.S.A
Full
100.00%
100.00%
Full
100.00%
100.00%
Charter Atlantic Capital corporation
2 U.S.A
Full
100.00%
100.00%
Charter Atlantic Securities Incorporation
2 U.S.A
Full
100.00%
100.00%
8 France
Full
86.10%
86.10%
UK
Prop.
42.17%
50.00%
2 U.S.A
Full
100.00%
100.00%
Cooper Neff Alternative Managers
12
Fauchier Partners Management Limited (Groupe)
Fischer Francis Trees & Watts Incorporation
Fischer Francis Trees & Watts Kabushiki Kaisha
2 Japan
Full
100.00%
100.00%
Fischer Francis Trees & Watts Limited
2 UK
Full
100.00%
100.00%
Fischer Francis Trees & Watts Pte Limited
2 Singapore
Full
100.00%
100.00%
Fischer Francis Trees & Watts UK
Fund Quest Incorporation
2 UK
1
Full
100.00%
100.00%
U.S.A
Full
100.00%
100.00%
Overlay Asset Management
12
France
Equity
100.00%
100.00%
Shinhan BNP Paribas Investment Trust Management Co Ltd
12
10 South Korea
Prop.
50.00%
50.00%
Sundaram BNP Paribas Asset Management Company Limited
2
Equity
49.90%
49.90%
ã Ì ä Ï Ò Ú Ñ Ú Ì ÜÜ Ì Ò Ù Ú ä Ì Ü
India
BNP Paribas Fund Services
Luxembourg
Full
100.00%
100.00%
BNP Paribas Fund Services Australasia Limited
Australia
Full
100.00%
100.00%
BNP Paribas Fund Services Dublin Limited
Ireland
Full
100.00%
100.00%
BNP Paribas Fund Services Holdings
UK
Full
100.00%
100.00%
BNP Paribas Fund Services UK Limited
UK
Full
100.00%
100.00%
BNP Paribas Securities Services - BP2S
France
Full
100.00%
100.00%
BNP Paribas Securities Services International Holding SA
France
Full
100.00%
100.00%
France
Full
99.95%
93.59%
France
Full
100.00%
100.00%
France
Full
100.00%
95.84%
ç Ò Î Ø Ì Ò Ñ Ó Ü Ì ÒÙ Úä Ì Ü
Asset Partenaires
1
Atisreal Expertise
Atisreal Auguste-Thouard
Atisreal Auguste-Thouard Habitat Foncier
5
France
Atisreal Belgium SA
Belgium
Full
100.00%
100.00%
Atisreal Benelux SA
Belgium
Full
100.00%
100.00%
Atisreal Consult
5 France
Atisreal Consult (ex SAS Astrim)
France
Full
100.00%
100.00%
Atisreal Consult GmbH
Germany
Full
100.00%
100.00%
Atisreal Espana SA
Spain
Full
100.00%
100.00%
Atisreal GmbH
Germany
Full
100.00%
100.00%
Full
100.00%
100.00%
Atisreal Holding Belgium SA
5
Atisreal Holding France
(1) Acquisition
(3) Disposal
(4) Deconsolidation
10155-01337 ICM:5176639.9
Belgium
France
119
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(A) (B) (C) (D) (E)
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ÌÜ
Atisreal Holding GmbH
Germany
Full
100.00%
100.00%
Atisreal International
France
Full
100.00%
100.00%
Atisreal Irlande
1 Ireland
Full
100.00%
100.00%
Atisreal Italia
1 Italy
Full
100.00%
100.00%
Atisreal Limited
UK
Full
100.00%
100.00%
Atisreal Luxembourg SA
Luxembourg
Full
100.00%
100.00%
Atisreal Management GmbH
5
Atisreal Netherlands BV
Germany
4
Netherlands
Atisreal Property Management GmbH
Germany
Full
100.00%
100.00%
Atisreal Property Management Services
Belgium
Full
100.00%
100.00%
Germany
Full
100.00%
75.18%
Atisreal Proplan GmbH
Atisreal Services
4
France
Atisreal USA Incorporated
U.S.A
Full
100.00%
100.00%
Atisreal Weatheralls Financial Limited
UK
Full
100.00%
100.00%
Full
100.00%
100.00%
Auguste-Thouard Fimorem
5
Auguste-Thouard Residencial SL
5
France
Spain
Banque Centrale de Données Immobilières
5
France
BNP Paribas Immobilier (ex Meunier Promotion)
France
BNP Paribas Immobilier
5
France
BNP Paribas Participations Finance Immobilier
France
Full
100.00%
100.00%
BNP Paribas Immobilier Property Management
France
Full
100.00%
100.00%
France
Full
96.77%
96.77%
Full
100.00%
100.00%
BNP Paribas Real Estate Investment Management
BNP Paribas Real Estate Property Management Italia
1 Italy
BSA Immobilier
1
France
Cabinet Claude Sanchez
Chancery Lane Management Services Limited
Compagnie Tertiaire
1
1
Immobiliere des Bergues
Partner'
s & Services
Partenaires Gerance Soprofinance
100.00%
100.00%
Full
100.00%
100.00%
UK
Full
100.00%
100.00%
5 France
F G Ingenierie et Promotion Immobilière
Genisar Servicios Immobiliarios
Full
1 France
1
SA Comadim Hispania
France
Full
100.00%
100.00%
Spain
Full
100.00%
100.00%
France
Full
100.00%
100.00%
1 France
Full
100.00%
100.00%
France
Full
99.94%
93.58%
Full
100.00%
100.00%
1 Spain
SA Gerer
France
SA Meunier Hispania
1 Spain
SA Procodis
5 France
SAS BNP Paribas Real Estate Property Management (ex SA Comadim)
SAS BRSI
Full
100.00%
100.00%
Full
100.00%
100.00%
France
Full
100.00%
100.00%
1 France
Full
100.00%
100.00%
SAS ECM Real Estate
France
Full
100.00%
100.00%
SAS Meunier Developpements
France
Full
100.00%
100.00%
SAS Meunier Habitat
France
Full
100.00%
100.00%
SAS Meunier Immobilière d'
Entreprises
France
Full
100.00%
100.00%
SAS Meunier Méditerranée
France
Full
100.00%
100.00%
SAS Meunier Rhône Alpes
France
Full
100.00%
100.00%
SAS Multi Vest (France) 4
1 France
Full
100.00%
100.00%
SAS Newport Management
1 France
Full
100.00%
100.00%
SAS Sofiane
1
SAS Studelites ( ex SNC Comadim Résidences Services)
Sinvim
SNC Cezanne
5
France
Full
100.00%
100.00%
France
Full
100.00%
100.00%
France
4
France
SNC Espaces Immobiliers
France
Full
100.00%
100.00%
SNC Lot 2 Porte d'
Asnières
France
Full
100.00%
100.00%
SNC Matisse
3
France
SNC Meunier Gestion
Sifonte SL
Soprofinance
(1) Acquisition
(3) Disposal
(4) Deconsolidation
10155-01337 ICM:5176639.9
1
France
Full
100.00%
100.00%
1
Spain
Full
100.00%
100.00%
5
France
120
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(A) (B) (C) (D) (E)
Ô Ì ÑÕ Î Ö
ÌÜ
Tasaciones Hipotecarias SA
1
Spain
Full
100.00%
100.00%
Valuation Consulting Limited
1
UK
Full
100.00%
100.00%
UK
Full
100.00%
100.00%
Equity
27.18%
27.18%
Weatheralls Consultancy Services Limited
ç Ì Ò Ü Î Ð Ê ë åÐ Ù Ì Ü Ñ ÚÜ Î Ò
Geogit Financial Services Limited (Groupe)
(1) Acquisition
(3) Disposal
(4) Deconsolidation
10155-01337 ICM:5176639.9
1 India
121
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(A) (B) (C) (D) (E)
ÍFÎ Ò Ø Î Ò Ê Ñ Ì â å Ð Ù Ì Ü Ñ ËÌ Ð Ñ èFÊ Ð é Ú Ð Û
ì ÒÊ Ð ä Ì
Austin Finance
2
Ô Ì ÑÕ Î Ö
ÌÜ
France
Full
100.00%
100.00%
BNP Paribas Arbitrage
France
Full
100.00%
100.00%
BNP Paribas Equities France
France
Full
99.96%
99.96%
BNP Paribas Equity Strategies France
France
Full
100.00%
100.00%
BNP Paribas Peregrine Group
France
Full
100.00%
100.00%
BNP Paribas Stratégies Actions
France
Full
100.00%
100.00%
Capstar Partners SAS France
Harewood Asset Management
12
France
Full
100.00%
100.00%
France
Equity
100.00%
100.00%
Paribas Dérivés Garantis Snc
France
Full
100.00%
100.00%
Parifergie
France
Full
100.00%
100.00%
SAS Esomet
2
SAS Parilease
í Ï ÒÎ Ø Ì
BNP AK Dresdner Bank AS
3
BNP AK Dresdner Financial Kiralama
3
BNP Capital Finance Limited
France
Full
100.00%
100.00%
France
Full
100.00%
100.00%
Turkey
Turkey
4
Ireland
BNP Factor Portugal
Portugal
Full
100.00%
100.00%
BNP Paribas Ireland
Ireland
Full
100.00%
100.00%
BNP Paribas (Bulgaria) AD
Bulgaria
Full
100.00%
100.00%
BNP Paribas Bank (Hungaria) RT
Hungary
Full
100.00%
100.00%
BNP Paribas Bank (Polska) SA
Poland
Full
100.00%
100.00%
BNP Paribas Bank NV
Netherlands
Full
100.00%
100.00%
BNP Paribas Capital Investments Limited
UK
Full
100.00%
100.00%
BNP Paribas Capital Markets Group Limited
UK
Full
100.00%
100.00%
BNP Paribas Commodity Futures Limited
UK
Full
100.00%
100.00%
BNP Paribas E & B Limited
UK
Full
100.00%
100.00%
BNP Paribas Finance PLC
UK
Full
100.00%
100.00%
BNP Paribas Fixed Assets Limited
4
UK
BNP Paribas Luxembourg SA
Luxembourg
Full
100.00%
100.00%
BNP Paribas Net Limited
UK
Full
100.00%
100.00%
BNP Paribas Services
5
Switzerland
BNP Paribas Sviluppo
4 Italy
BNP Paribas Suisse SA
Switzerland
Full
99.99%
99.99%
BNP Paribas UK Holdings Limited
UK
Full
100.00%
100.00%
BNP Paribas UK Limited
UK
Full
100.00%
100.00%
BNP PUK Holding Limited
UK
Full
100.00%
100.00%
BNP Paribas ZAO
Russia
Full
100.00%
100.00%
Capstar Partners Limited
UK
Full
100.00%
100.00%
Dealremote Limited
4
UK
Delta Reinsurance Limited
2
8 Ireland
Full
100.00%
100.00%
UK
Full
100.00%
100.00%
Harewood Holdings Limited
2
ISIS Factor SPA
4 Italy
Paribas Management Service Limited
4
UK
Paribas Trust Luxembourg SA
Luxembourg
Full
100.00%
100.00%
Utexam Limited
Ireland
Full
100.00%
100.00%
áËÌ Ò Ú ä Ê Ü
BNP Paribas Andes
4 Perou
BNP Paribas Asset Management Incorporated
U.S.A
Full
100.00%
100.00%
BNP Paribas Brasil SA
Brazil
Full
99.99%
99.99%
Full
100.00%
100.00%
BNP Paribas Brokerage Services Incorporated
5
U.S.A
BNP Paribas Canada
(1) Acquisition
(3) Disposal
(4) Deconsolidation
10155-01337 ICM:5176639.9
Canada
122
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(A) (B) (C) (D) (E)
Ô Ì ÑÕ Î Ö
ÌÜ
BNP Paribas Capstar Partners Incorporated
U.S.A
Full
100.00%
100.00%
BNP Paribas Commodities Futures Incorporated
U.S.A
Full
100.00%
100.00%
BNP Paribas Leasing Corporation
U.S.A
Full
100.00%
100.00%
BNP Paribas North America Incorporated
U.S.A
Full
100.00%
100.00%
BNP Paribas Principal Incorporated
U.S.A
Full
100.00%
100.00%
BNP Paribas RCC Incorporation
U.S.A
Full
100.00%
100.00%
BNP Paribas Securities Corporation
U.S.A
Full
100.00%
100.00%
Capstar Partners LLC
U.S.A
Full
100.00%
100.00%
Cooper Neff Advisors Incorporated
U.S.A
Full
100.00%
100.00%
Cooper Neff Group Incorporated
U.S.A
Full
100.00%
100.00%
French American Banking Corporation - F.A.B.C
U.S.A
Full
100.00%
100.00%
Paribas North America
U.S.A
Full
100.00%
100.00%
Petits Champs Participaçoes e Servicios SA
Brazil
Full
100.00%
100.00%
á<Ü Ú Êî ê ä Ì Ê Ð Ú Ê
BNP Equities Asia Limited
Malaysia
Full
100.00%
100.00%
BNP Paribas (China) Limited
China
Full
100.00%
100.00%
BNP Paribas Arbitrage (Hong-Kong) Limited
Hong-Kong
Full
100.00%
100.00%
BNP Paribas Capital (Asia Pacific) Limited
Hong-Kong
Full
100.00%
100.00%
BNP Paribas Capital (Singapore) Limited
Singapore
Full
100.00%
100.00%
BNP Paribas Finance (Hong-Kong) Limited
Hong-Kong
Full
100.00%
100.00%
BNP Paribas Futures (Hong-Kong) Limited
BNP Paribas GRS (Hong Kong) Limited
11
BNP Paribas India Solutions Private Limited
2
Full
100.00%
100.00%
Full
100.00%
100.00%
India
BNP Paribas Japan Limited
2 Japan
BNP Paribas Pacific (Australia) Limited
Australia
BNP Paribas Peregrine Securities (Thailande) Limited
3
Full
100.00%
100.00%
Full
100.00%
100.00%
Full
100.00%
100.00%
Thailand
BNP Paribas Principal Investments Japan Limited
2 Japan
BNP Paribas Securities (Asia) Limited
Hong-Kong
BNP Paribas Securities (Japan) Limited
BNP Paribas Securities (Taiwan) Co Limited
Hong-Kong
Hong-Kong
2
Full
100.00%
100.00%
Full
100.00%
100.00%
Hong-Kong
Full
100.00%
100.00%
Taiwan
Full
100.00%
100.00%
BNP Paribas Securities Korea Company Limited
South Korea
Full
100.00%
100.00%
BNP Paribas Secutities (Singapore) Pte Limited
Singapore
Full
100.00%
100.00%
Hong-Kong
Full
100.00%
100.00%
BNP Paribas Services (Hong Kong) Limited
Credit Agricole Indosuez Securities Limited
1
4
Japan
Paribas Asia Equities Limited
Hong-Kong
Full
100.00%
100.00%
PT Bank BNP Paribas Indonésia
Indonesia
Full
100.00%
99.99%
Full
99.00%
99.00%
PT BNP Lippo Utama Leasing
4
Indonesia
PT BNP Paribas Securities Indonesia
Indonesia
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54 Lombard Street Investments Limited
Alectra Finance PLC
2
UK
Full
Ireland
Full
APAC Finance Limited
2
New Zealand
Full
APAC Investments Limited
2
New Zealand
Full
APAC NZ Holdings Limited
ARV International Limited
2
Altels Investments Limited
2
BNP Paribas Arbitrage Issuance BV
New Zealand
Full
Cayman Islds
Full
Ireland
Full
Netherlands
Full
BNP Paribas Emissions und Handel. GmbH
Germany
Full
BNP Paribas Finance Incorporated
U.S.A
Full
BNP Paribas New Zealand Limited
4
New Zealand
Bougainville BV
China Jenna Finance 1
2
Netherlands
Full
France
Full
2
France
Full
2
France
Full
(1) Acquisition
(3) Disposal
(4) Deconsolidation
10155-01337 ICM:5176639.9
123
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(A) (B) (C) (D) (E)
Ô Ì ÑÕ Î Ö
China Lucie Finance 1
2
France
Full
2
France
Full
China Samantha Finance 1
2
2
France
Full
France
Full
2
France
Full
2
France
Full
2
France
Full
2
France
Full
2
France
Full
2
France
Full
2
France
Full
2
France
Full
2
Crisps Limited
Eliopée Limited
4
France
Full
Cayman Islds
Full
Jersey
Epimetheus Investments Limited
4 Cayman Islds
Epsom Funding Limited
2
Cayman Islds
Euroliberté PLC
Full
4 Ireland
European Hedged Equity Limited
Cayman Islds
Fidex PLC
UK
Full
France
Full
Financière Paris Haussmann
2
Financière Taitbout
2
Forsete Investments SA
Global Guaranteed Cliquet Investment Limited
4
Full
France
Full
Luxembourg
Full
Cayman Islds
Global Guaranteed Equity Limited
Cayman Islds
Global Hedged Equity Investment Limited
Full
4 Cayman Islds
Global Liberté
2
France
Full
Global Protected Alternative Investments Limited
Cayman Islds
Full
Global Protected Equity Limited
Cayman Islds
Full
Cayman Islds
Full
Harewood Investments N°2 Limited
2
UK
Full
2
UK
Full
2
UK
Full
2
Cayman Islds
Full
2
Henaross Property Limited
Iliad Investments PLC
2
Joconde Investments SA
Laffitte Participation 2
2
Liquidity Trust
2
Full
Australia
Full
Ireland
Full
Luxembourg
Full
France
Full
France
Full
France
Full
2
Cayman Islds
Full
Cayman Islds
Full
2
Cayman Islds
Full
Lock-In Global equity Limited
Marc Finance Limited
UK
Mexita Limited N°2
4
Mexita Limited N°3
Cayman Islds
4
Cayman Islds
Mexita Limited N°4
4
Cayman Islds
Olan 2 Enterprises PLC
4
Ireland
Omega Capital Investments Plc
2
Ireland
Full
Omega Investments Cayman Limited
2
Cayman Islds
Full
France
Full
Optichamps
2
Paregof
4 France
Parritaye Property Limited
Participations Opéra
Robin Flight Limited
(1) Acquisition
(3) Disposal
(4) Deconsolidation
10155-01337 ICM:5176639.9
2
2
Australia
Full
France
Full
Ireland
Full
124
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ã Ø Ì ä Ú Ê ë ç Ï Ò Ø Î Ü Ìí Ð Ñ Ú Ñ Ú Ì Ü Ý ä Î Ð Ñ æ Ö ß
ÉVÊ ËÌ
(A) (B) (C) (D) (E)
Royal Neuve I SA
2
Luxembourg
SAS Esra 1
2 France
Ô Ì ÑÕ Î Ö
Full
Full
SAS Esra 2
2 France
Full
SAS Financière des Italiens
2 France
Full
Singapore Emma Finance 1 SAS
France
Full
Singapore Emma Finance 2 SAS
France
Full
Sirocco Investments SA
SNC Atargatis
2
Luxembourg
Full
France
Full
SNC Compagnie Investissement Italiens
2
France
Full
SNC Compagnie Investissement Opéra
2
France
Full
SNC Méditerranéa
2
France
Full
St Maarten CDO Limited
2
Cayman Islds
Full
Starbird Funding Corporation
4
U.S.A
Sunny Funding Limited
2
Cayman Islds
Full
Swallow Flight Limited
2
Ireland
Full
U.S.A
Full
Tender Option Bond Municipal program
Thésée Limited
Thunderbird Investments PLC
(1) Acquisition
(3) Disposal
(4) Deconsolidation
10155-01337 ICM:5176639.9
4
2
Jersey
Ireland
125
Full
ÌÜ
ïVð ñò
÷ û ò øFõ ö ò ö ÷ ð ø ÿ ÷ ò õ ÷ ù ï ð ø ð ó ð þ ÷ ð Banexi Société de Capital-Risque
Carbonne Lorraine
5
3
ò
ý ø ô ö õ ÷ þò øô ò ÷ö ø û þ
ý ö ø ÷ô ò õ ø þò ÿ ÷ô ÷ ö France
France
Belgium
Full
100.00%
100.00%
Cobema
Belgium
Full
100.00%
100.00%
Belgium
Full
100.00%
100.00%
Full
96.73%
96.73%
Equity
47.01%
47.01%
Cobepa Technology
3
Belgium
Compagnie Financière Ottomane
Luxembourg
Erbe
Belgium
Evialis
7
4 France
Gepeco
Belgium
Full
100.00%
100.00%
Paribas Participation Limitee
Canada
Full
100.00%
100.00%
ø ô þ ò ø ÷ ù ô ñ þ ð ö ò þ ø ô þ ò ø ÷ ùõ ò ü öô þ ò ø ð ÷ ô ö Capefi
5 France
Compagnie Immobiliere de France
5 France
Ejesur
Spain
Full
100.00%
100.00%
SAS 5 Kleber
France
Full
100.00%
100.00%
SAS Foncière de la Compagnie Bancaire
SAS Noria
ú ò ÷û ô ü
Clairville
Compagnie Benelux Paribas - COBEPA (Groupe)
óVô õ ö ÷ ø ù
(A) (B) (C) (D) (E)
1
France
Full
100.00%
100.00%
France
Full
100.00%
100.00%
SCI Immobilière Marché Saint-Honoré
France
Full
100.00%
100.00%
Société d'
Etudes Immobilières de Constructions - Setic
France
Full
100.00%
100.00%
Full
100.00%
100.00%
Antin Participation 4
5 France
France
ö ÿ ò ÷ ñò ö ÷ ô ñ þ ð ö ò ð ö üô ÷ û ò ø õ ü ð ø ò Antin Participation 15
2
France
Full
100.00%
100.00%
BNL International Investment SA
1
Luxembourg
Full
100.00%
99.10%
BNL Multiservizi SPA
1
Equity
100.00%
99.10%
BNP Paribas Covered Bonds
7 Italy
2
France
Full
100.00%
100.00%
Luxembourg
Full
100.00%
100.00%
5
France
100.00%
BNP Paribas de Réassurance au Luxembourg
BNP Paribas Emergis
BNP Paribas International BV
Netherlands
BNP Paribas Partners for Innovation (Groupe)
France
BNP Paribas UK Treasury Limited
UK
Compagnie Auxiliaire d'
Entreprises et de Chemins de Fer
5
Full
100.00%
Equity
50.00%
50.00%
Full
100.00%
100.00%
France
Compagnie Bancaire Uk Fonds B
UK
Full
100.00%
100.00%
Compagnie d'
Investissements de Paris - C.I.P
France
Full
100.00%
100.00%
Financière BNP Paribas
France
Full
100.00%
100.00%
Financière Marché Saint Honoré
France
Full
100.00%
100.00%
Full
100.00%
100.00%
Equity
100.00%
100.00%
Full
100.00%
100.00%
Full
99.99%
99.99%
Full
100.00%
100.00%
Full
100.00%
100.00%
Finaxa
3
France
GIE Groupement Auxiliaire et de Moyens - GAM
France
Kle 65
5
Kle 66
5
France
France
Le Sphinx Assurances Luxembourg SA
12
Luxembourg
Luxpar-Ré
3
Luxembourg
Omnium Gestion Developpement Immobilier
France
Paribas International
5
France
Placement, Gestion, Finance Holding - Plagefin
Luxembourg
Quatch
5
France
Sagip
Belgium
SAS Klefinances
SNC Bincofi
5
4
France
Société Auxiliaire de Construction Immobilière - SACI
(1) Acquisition
(3) Disposal
(4) Deconsolidation
10155-01337 ICM:5176639.9
France
France
126
ïVð ñò
ö ÿ ò ÷ ñò ö ÷ ô ñ þ ð ö ò ð ö üô ÷ û ò ø õ ü ð ø ò ô ö ÷ ü Société Centrale d'
Investissement
5
Societe Française Auxiliaire - S.F.A.
5
Société Orbaisienne de Participations
UCB Bail
ò
ý ö ø ÷ô ò õ ø þò ÿ ÷ô ÷ ö France
France
2 France
Full
100.00%
100.00%
France
Full
100.00%
100.00%
UCB Entreprises
France
Full
100.00%
100.00%
UCB Locabail immobilier
France
Full
100.00%
100.00%
Verner Investissements (Groupe)
France
Equity
48.40%
48.40%
þ ò ð õ ø þ ô ò ö ÷ ÷ ò Antin Participation 7
France
Full
100.00%
100.00%
France
Full
100.00%
100.00%
U.S.A
Full
100.00%
0.00%
100.00%
BNP Paribas Capital Trust LLC 1 - 2 -3 -4 - 6
BNP Paribas Capital Trust LLC 1 - 5
ú ò ÷û ô ü
5 France
Société Jovacienne de Participations
(A) (B) (C) (D) (E)
4 U.S.A
BNP Paribas US Medium Term Notes Program
U.S.A
Full
100.00%
BNP Paribas US Structured Medium Term Notes LLC
U.S.A
Full
100.00%
0.00%
BNP US Funding LLC
U.S.A
Full
100.00%
100.00%
þ ò øøò
Akciova Spolocnost Arcol
Slovakia
Full
100.00%
50.06%
AMAC SRO
2
Slovakia
Full
100.00%
52.54%
AMC - Prague SRO
2
Czech Rep.
Full
100.00%
52.54%
Netherlands
Full
100.00%
50.06%
Czech Rep.
Full
100.00%
49.56%
Full
100.00%
50.06%
Besloten Vennotschap Capucine BV
Bestes
1
Duna Plaza Offices z.o.o
2 Hungary
Entertainment Plaza
Czech Rep.
Full
100.00%
50.06%
GIE Klepierre Services
France
Full
100.00%
43.93%
I G C SPA
Italy
Prop.
50.00%
25.03%
ICD SPA
Italy
Full
100.00%
42.55%
Klecar Italia SPA
Italy
Full
100.00%
41.55%
Klefin Italia SPA
Italy
Full
100.00%
50.06%
Klepierre CZ SRO
Czech Rep.
Full
100.00%
50.06%
Poland
Full
100.00%
50.06%
Klepierre Larissa Ltd
2 Greece
Full
100.00%
50.06%
Klepierre Lublin
2 Poland
Full
100.00%
50.06%
Klepierre Luxembourg
2 Luxembourg
Full
100.00%
50.06%
Czech Rep.
Full
100.00%
50.06%
Klepierre Krakow SP z.o.o
1
1
Klepierre Novo
2
Klepierre Poznan SP z.o.o
1
Poland
Full
100.00%
50.06%
Klepierre Sadyba SP z.o.o
1
Poland
Full
100.00%
50.06%
Klepierre Sosnowiec
2 Poland
Full
100.00%
50.06%
Klepierre Rybnik
2 Poland
Full
100.00%
50.06%
Poland
Full
100.00%
50.06%
1 France
Full
100.00%
21.02%
1 France
Full
100.00%
50.06%
Poland
Full
100.00%
50.06%
2 Poland
Full
100.00%
50.06%
Krakow Plaza SP z.o.o
1
Les Boutiques de Saint Maximin
Plaza Center Management Poland Sp. z.o.o
1
Poland
Progest
Ruda Slaska Plaza SP z.o.o
1
Rybnik Plaza SP z.o.o
SA Brescia
5
SA Cap Nord
France
Full
100.00%
42.05%
SA Cinéma de l'
Esplanade
Belgium
Full
100.00%
50.06%
SA Coimbra
Belgium
Full
100.00%
50.06%
SA Delcis CR
Czech Rep.
Full
100.00%
50.06%
SA Devimo Consult
Belgium
Equity
35.00%
18.39%
Portugal
Prop.
50.00%
24.53%
SA Foncière de Louvain la Neuve
Belgium
Full
100.00%
50.06%
SA Galiera Parque Nascente
Portugal
Prop.
50.00%
24.53%
SA Finascente
(1) Acquisition
(3) Disposal
(4) Deconsolidation
10155-01337 ICM:5176639.9
1 France
1
127
þ ò ø ø ò ô ö ÷ ü ïVð ñò
(A) (B) (C) (D) (E)
ú ò ÷û ô ü
ò
ý ö ø ÷ô ò õ ø þò ÿ ÷ô ÷ ö SA Gondobrico
Portugal
Prop.
50.00%
25.03%
SA Klecar Foncier Espana
Spain
Full
100.00%
41.55%
SA Klecar Foncier Iberica
Spain
Full
100.00%
41.55%
SA Klelou Immobiliare
Portugal
Full
100.00%
50.06%
Portugal
Full
100.00%
50.06%
SA Klenor Immobiliaria
Portugal
Full
100.00%
50.06%
SA Klepierre
France
Full
50.16%
50.06%
SA Klepierre Athinon AE
Greece
Full
100.00%
41.55%
SA Klépierre Foncier Makedonia
Greece
Full
100.00%
41.55%
SA Klepierre NEA Efkarpia AE
Greece
Full
100.00%
41.55%
SA Klepierre Peribola Patras AE
Greece
Full
100.00%
41.55%
SA Klepierre Portugal SGPS
Portugal
Full
100.00%
50.06%
SA Klepierre Vallecas
Spain
Full
100.00%
50.06%
SA Klepierre Vinaza
Spain
Full
100.00%
50.06%
SA Kletel Immobiliaria
Portugal
Full
100.00%
50.06%
SA Kleminho
2
SA Place de l'
acceuil
1
Belgium
Full
100.00%
50.06%
SA Poznan Plaza
1
Poland
Full
100.00%
50.06%
Equity
15.00%
7.51%
Poland
Full
100.00%
50.06%
Portugal
Full
100.00%
52.54%
Full
100.00%
31.04%
SA Reze Sud
1 France
SA Sadyba Center
1
SA Sogecaec
SARL Belvedere Invest
1 France
SARL Csepel 2002
Hungary
Full
100.00%
50.06%
SARL Debrecen 2002
Hungary
Full
100.00%
50.06%
SARL Duna Plaza
Hungary
Full
100.00%
50.06%
SARL Effe Kappa
Italy
Prop.
50.00%
25.03%
1 France
Full
100.00%
32.54%
Italy
Full
100.00%
50.06%
Italy
Full
100.00%
50.06%
Italy
Full
100.00%
49.56%
Italy
Full
100.00%
50.06%
Italy
Full
100.00%
50.06%
Italy
Full
100.00%
50.06%
SARL Gyor 2002
Hungary
Full
100.00%
50.06%
SARL Immobiliare Magnolia
Italy
Full
100.00%
42.55%
SARL Kanizsa 2002
Hungary
Full
100.00%
50.06%
SARL Kaposvar 2002
Hungary
Full
100.00%
50.06%
Poland
Full
100.00%
50.06%
2 Luxembourg
Full
100.00%
50.06%
SARL Miskolc 2002
Hungary
Full
100.00%
50.06%
SARL Novate
Italy
Full
100.00%
42.05%
SARL Nyiregyhaza Plaza
Hungary
Full
100.00%
50.06%
Full
100.00%
25.53%
SARL Forwing
SARL Galiera Commerciale Assago
SARL Galiera Commerciale Cavallino
1
SARL Galiera Commerciale Collegno
SARL Galiera Commerciale Klepierre
2
SARL Galiera Commerciale Seravalle
SARL Galiera Commerciale Solbiate
1
SARL Klepierre Pologne
1
SARL Leg II Hellenic Holdings
SARL Proreal
1 France
SARL Szeged Plaza
Hungary
Full
100.00%
50.06%
SARL Szolnok Plaza
Hungary
Full
100.00%
50.06%
SARL Uj Alba
Hungary
Full
100.00%
50.06%
SARL Zalaegerszeg Plaza
Hungary
Full
Full
100.00%
50.06%
Full
100.00%
50.06%
SAS 192 avenue Charles De Gaulle
5
France
SAS 21 Kleber
5
France
SAS 21 la Perouse
5
France
SAS 43 Grenelle
5
SAS 43 Kleber
SAS 46 Notre-Dame des victoires
5
SAS 5 Turin
SAS Baudot Massy
SAS Cande
10155-01337 ICM:5176639.9
France
France
France
5
France
5
SAS CB Pierre
(1) Acquisition
(3) Disposal
(4) Deconsolidation
France
5
France
France
128
(A) (B) (C) (D) (E)
ú ò ÷û ô ü
ò
ý ö ø ÷ô ò õ ø þò ÿ ÷ô ÷ ö SAS Cecobil
France
Prop.
50.00%
25.03%
SAS Cecoville
France
Full
100.00%
49.56%
SAS Centre Jaude Clermont
France
Full
100.00%
50.06%
Prop.
50.00%
25.03%
SAS Concorde Puteaux
5
France
SAS Doumer Caen
5
France
SAS du 23 avenue Marignan
5
France
SAS Espace Cordeliers
France
SAS Espace Dumont D’Urville
5
France
SAS Espace Kleber
5
France
SAS Flandre
5
France
SAS Holding Gondomar 1
France
Full
100.00%
49.56%
SAS Holding Gondomar 3
France
Full
100.00%
50.06%
SAS Issy Desmoulins
5
France
SAS Kle Projet 1
1 France
Full
100.00%
50.06%
SAS Kle Projet 2
2 France
Full
100.00%
50.06%
SAS Klecapnor
2 France
Full
100.00%
42.05%
France
Full
100.00%
50.06%
SAS KLE 1
SAS Kleber Levallois
5
France
SAS Klecar Participations Italie
France
Full
100.00%
41.55%
SAS Klemurs
France
Full
100.00%
42.05%
SAS Klepierre Finance
France
Full
100.00%
50.06%
SAS Klepierre Participations et Financements (ex SAS Klepierre Hongrie)
France
Full
100.00%
50.06%
SAS Le Havre Capelet
France
Full
100.00%
50.06%
SAS Le Havre Tourneville
France
Full
100.00%
50.06%
Full
100.00%
50.06%
SAS Leblanc Paris 15
5
SAS LP7
France
France
SAS Marseille Le Merlan
5
France
SAS Melun Saint-Peres
5
France
SAS Odysseum Place de France
France
Full
50.00%
25.03%
SAS Opale
France
Full
100.00%
50.06%
SAS Poitiers Alienor
France
Full
100.00%
50.06%
Prop.
50.00%
18.77%
SAS Saint-Andre Pey berland
5
France
SAS Soaval
France
SAS Socoseine
4 France
SAS Strasbourg La Vigie
5
SAS Suffren Paris 15
SAS Toulouse Mermoz
5
France
France
SAS Tours Nationale
SC Antin Vendome
France
5
5
4
France
France
SC Centre Bourse
France
Full
100.00%
50.06%
SC Solorec
France
Full
100.00%
39.55%
SCI Acheres 2000
1 France
Equity
30.00%
15.02%
SCI Aulnes Développement
1 France
Full
100.00%
12.51%
SCI Aurora
5
France
SCI Bassin Nord
SCI Beausevran
1
SCI Bègles Papin
France
Prop.
50.00%
25.03%
France
Full
100.00%
41.55%
France
Full
100.00%
50.06%
SCI Champs de Mais
2 France
Equity
25.00%
12.51%
SCI Champs des Haies
2 France
Prop.
50.00%
25.03%
Full
100.00%
50.06%
SCI Combault
2
France
SCI Des Dunes
1 France
Prop.
50.00%
25.03%
SCI Des Salines
1 France
Prop.
50.00%
25.03%
SCI Du Plateau
1 France
Equity
26.00%
8.51%
SCI Girardin
1 France
Prop.
33.00%
16.52%
SCI Haies Hautes Pommeraie
1 France
Equity
43.00%
21.53%
SCI Halles Plerin
1 France
Equity
25.00%
12.51%
(1) Acquisition
(3) Disposal
(4) Deconsolidation
10155-01337 ICM:5176639.9
129
(A) (B) (C) (D) (E)
ú ò ÷û ô ü
ò
ý ö ø ÷ô ò õ ø þò ÿ ÷ô ÷ ö SCI Immobilière de la Pommeraie
2 France
Prop.
50.00%
SCI l'
Emperi
1 France
Equity
15.00%
7.51%
SCI La Française
1 France
Prop.
50.00%
25.03%
France
SCI La Plaine du Moulin à vent
2
25.03%
Prop.
50.00%
25.03%
SCI La Rive
1 France
Full
100.00%
23.53%
SCI La Rocade
1 France
Equity
38.00%
19.02%
SCI La Rocade Ouest
1 France
Equity
36.00%
18.02%
SCI LC
2 France
Full
100.00%
16.52%
SCI Le Grand Pré
1 France
Prop.
50.00%
25.03%
SCI Le Mais
2 France
Full
50.00%
25.03%
SCI Les Bas Champs
1 France
Prop.
50.00%
25.03%
SCI Les Boutiques d'
Osny
1 France
Full
100.00%
19.02%
SCI Les Roseaux
2 France
Full
100.00%
50.06%
SCI Maximeuble
1 France
Full
100.00%
50.06%
SCI Noble Cafetaria
5
France
SCI Noble Galerie
5
France
SCI Noble Restauration
5
France
SCI Orengal
5
France
SCI Osny Invest
1 France
Full
100.00%
28.53%
SCI Plateau de Plerin
1 France
Equity
25.00%
12.51%
SCI Plateau des Haies
1 France
Full
100.00%
45.05%
SCI Pommeraie Parc
2 France
Prop.
50.00%
25.03%
SCI Rebecca
1 France
Full
100.00%
35.04%
SCI Saint Maximin Construction
1 France
Prop.
50.00%
SCI Sandri-Rome
1 France
Equity
15.00%
7.51%
Full
100.00%
27.53%
Equity
23.00%
11.51%
SCI Secovalde
France
SCI Sogegamar
1 France
SCI Tour Marcel Brot
4
25.03%
France
SCS Begles Arcins
France
Prop.
50.00%
25.03%
SCS Klecar Europe Sud
France
Full
100.00%
41.55%
SCS Ségécé
France
Full
90.00%
52.54%
Ségécé Ceska Republika (ex SRO FMC Central Europe)
Czech Rep.
Full
100.00%
52.54%
Ségécé Espana (ex SL Centros Shopping Gestion)
Spain
Full
100.00%
52.54%
Greece
Full
100.00%
52.55%
Italy
Full
100.00%
52.54%
Ségécé Magyarorszag (ex SARL Plaza Center Management)
Hungary
Full
100.00%
52.54%
Ségécé Polska (ex Plaza Center Management Poland SP z.o.o)
Poland
Full
100.00%
52.79%
France
Full
100.00%
50.06%
SNC Fonciere Saint Germain
France
Full
100.00%
50.06%
SNC Galae
France
Full
100.00%
51.18%
SNC General Leclerc 11-11bis Levallois
France
Full
100.00%
50.06%
2 France
Full
100.00%
50.06%
SNC Jardins des Princes
France
Full
100.00%
50.06%
SNC KC 1 à 12
France
Full
100.00%
41.55%
SNC KC20
France
Full
100.00%
41.55%
SNC Kleber la Perouse
France
Full
100.00%
50.06%
SNC Klecar France
France
Full
100.00%
41.55%
SNC Klegestion
France
Full
100.00%
50.06%
SNC Klepierre Conseil
France
Full
100.00%
50.06%
SNC Kletransactions
France
Full
100.00%
50.06%
SNC Le Barjac Victor
France
Full
100.00%
50.06%
SNC Le Havre Lafayette
France
Prop.
50.00%
25.03%
SNC Le Havre Vauban
France
Prop.
50.00%
25.03%
1 France
Prop.
50.00%
25.03%
France
Full
100.00%
50.06%
France
Full
100.00%
52.55%
Ségécé Hellas Réal Estate Management
2
Ségécé Italia (ex SARL P S G)
SNC Angoumars
6
2
SNC Gier Services Entreprises - GSE
SNC Parc de Coquerelles
SNC Pasteur
11
SNC Ségécé Loisirs Transactions
(1) Acquisition
(3) Disposal
(4) Deconsolidation
10155-01337 ICM:5176639.9
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(A) (B) (C) (D) (E)
ú ò ÷û ô ü
ò
ý ö ø ÷ô ò õ ø þò ÿ ÷ô ÷ ö SNC Soccendre
France
Full
100.00%
37.67%
SNC Société des Centres d'
Oc et d'
Oil - SCOO
France
Full
100.00%
60.08%
SNC Sodevac
France
Full
100.00%
50.06%
2 Poland
Full
100.00%
50.06%
Sosnowiec Plaza z.o.o
SRO Klepierre CZ
(1) Acquisition
(3) Disposal
(4) Deconsolidation
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Czech Rep.
131
Business combinations
Business combinations in the first half of 2007
-
Acquisition of Banque Privée Anjou (AMS and French Retail Banking divisions)
In Ma y 2 0 0 7 , BNP Pa r ib a s S A a cqu ired t h e en tire ca p it a l of Dexia Ba n qu e Privée Fra n ce,
s u b s equ en t ly ren a m ed Ba n qu e Pr ivée An jou , for E UR 1 8 5 m illion , in clu d in g E UR 1 4 0
m illion p a id in t h e firs t h a lf of 2 0 0 7 . Ba n qu e Pr ivée An jou m a n a ges over E UR 3 .1 b illion
in a s s et s , m a in ly for in d ivid u a l clien ts a n d n ot -for -p r ofit or ga n is a t ion s .
It s a s s et s a n d lia b ilit ies , r ecogn is ed a t fa ir va lu e a s of th e a cqu is it ion d a t e, m a in ly
com p ris ed :
-
Assets: loans to other banks totalling EUR 45 million and customer loans totalling EUR 273 million.
-
Liabilities: loans from other banks totalling EUR 29 million and customer deposits totalling EUR 292 million.
Ba s ed on th e p rovis ion a l a ccou n t in g for t h e b u s in es s com b in a tion , good will of E UR 7 0
m illion wa s recogn is ed a s a n a s s et in t h e b a la n ce s h eet a t 3 0 J u n e 2 0 0 7 . Ba n qu e Privée
An jou h a s b een con s olid a t ed a s fr om th e a cqu is ition d a t e. Its con t rib u t ion t o
con s olid a t ed n et in com e for t h e fir s t h a lf of 2 0 0 7 wa s n ot m a t er ia l. Th e a cqu is ition led t o
a n et ca s h ou t flow of E UR 6 3 m illion for t h e BNP Pa rib a s Grou p in t h e firs t h a lf of 2 0 0 7 .
-
Other acquisitions (AMS division)
In J u n e 2 0 0 7 , BNP Pa rib a s a cqu ired t h e en t ire ca p it a l of RBS In t er n a t ion a l S ecu r it ies
S ervices Lim it ed for GBP 1 1 7 m illion (E UR 1 7 3 m illion a t t h e a cqu is ition d a te). RBS
In t ern a tion a l S ecu r it ies S ervices Lim ited offer s glob a l cu s t od y, fu n d a d m in is t ra t ion a n d
cor p or a t e t r u s t ee s ervices t o fu n d m a n a ger s a n d p riva te a s s et m a n a ger s in th e offs h ore
m a r k et s of J ers ey, Gu er n s ey a n d th e Is le of Ma n . It h a s over E UR 4 4 b illion of a s s et s in
cu s t od y a n d E UR 9 b illion in a s s et s u n d er a d m in is t ra t ion . At 3 1 Decem b er 2 0 0 6 , its
b a la n ce s h eet tot a l a m ou n t ed t o E UR 2 .6 b illion , m a in ly com p ris in g:
- As s et s : loa n s t o b a n k s of E UR 2 .1 b illion ;
- Lia b ilities : cu s t om er d ep os it s of E UR 2 .5 b illion .
In J u n e 2 0 0 7 , BNP Pa rib a s S ecu r it ies S er vices , a s u b s id ia ry of BNP Pa r ib a s , a cqu ir ed t h e
en t ir e ca p it a l of E xelb a n k for E UR 6 6 m illion . Th is S p a n is h b a n k offer s s et tlem en t d elivery, cu s t od y a n d d ep os it a ry s ervices a n d p r iva t e b a n k in g ou t s ou r cin g s er vices . At 3 1
Decem b er 2 0 0 6 , it s b a la n ce s h eet t ot a l a m ou n t ed t o E UR 5 3 9 m illion , m a in ly
com p ris in g:
- As s et s : loa n s t o b a n k s of E UR 5 2 3 m illion ;
- Lia b ilities : cu s t om er d ep os it s of E UR 4 9 4 m illion .
RBS In t er n a t ion a l S ecu r it ies S er vices Lim it ed a n d E xelb a n k will b e fu lly con s olid a t ed in
t h e BNP Pa r ib a s Gr ou p ’s con s olid a t ed fin a n cia l s t a t em en ts u p on com p let ion of th e a ction
p la n s la u n ch ed t o en a b le t h em t o p rep a r e fin a n cia l in form a t ion com p lyin g wit h t h e
Grou p ’s d is clos u r e r equ ir em en t s , n o la ter t h a n 3 1 Decem b er 2 0 0 7 .
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-
Acquisition of Banca Nazionale del Lavoro (BNL)
On 3 Feb r u a r y 2 0 0 6 , BNP Pa r ib a s a n n ou n ced t h a t it h a d en t er ed in t o s ever a l con d it ion a l
a gr eem en t s with a gr ou p of BNL s h a r eh old er s , in clu d in g Un ip ol, t o a cqu ire a 4 8 % s t a k e
in BNL. As of 5 Ap r il 2 0 0 6 , BNP Pa r ib a s h eld a 5 0 .4 % in t er es t in BNL, a n d h a d effectively
ob t a in ed con tr ol of th e com p a n y. BNP Pa rib a s s u b s equ en t ly la u n ch ed a p u b lic t en d er
offer for th e r em a in in g s h a res h eld b y m in orit y s h a r eh old er s . On 1 6 Ma y 2 0 0 6 , BNP
Pa rib a s h eld 9 5 .5 % of BNL’s or d in a r y s h a r es fu rt h er t o t h e t en d er offer, r ep r es en t in g a
h old in g in exces s of t h e 9 1 .5 % th res h old s et b y th e It a lia n s ecu rit ies r egu la t or for a
r es id u a l offer on ou t s ta n d in g s h a res . Th e r es id u a l offer for t h e ou t s t a n d in g s h a r es r a n
fr om 3 0 J u n e 2 0 0 6 t o 2 0 J u ly 2 0 0 6 . BNL’s or d in a r y s h a r es wer e d elis ted on 2 6 J u ly
2 0 0 6 . Th e a cqu is it ion of BNL th erefor e t ook p la ce in s evera l s t a ges : t h e a cqu is ition of a
5 0 .4 % con t rollin g in t eres t , followed b y s u b s equ en t a cqu is ition s of m in or it y in t er es t s ,
t h ereb y givin g BNP Pa rib a s a 9 9 .1 0 % s ta k e in th e b a n k .
BNL is It a ly’s s ixt h la r ges t b a n k in t er m s of d ep os it a n d loa n volu m es . It s n et wor k s p a n s a cr os s
t h e wh ole of t h e cou n t r y, wit h 1 7 ,0 0 0 em p loyees a n d a r ou n d 8 0 0 b r a n ch es a n d ou t let s loca t ed in
a ll m a jor It a lia n c it ies . BNL h a s s om e 3 m illion p r iva t e in d ivid u a l cu s t om ers , 3 9 ,0 0 0 cor p or a t e
clien t s , a n d 1 6 ,0 0 0 p u b lic-s ect or clien t s . BNL is p a r t icu la r ly a ct ive in s p ecia lis ed fin a n cin g
s olu t ion s s u ch a s fa ct or in g a n d lea s in g, a n d a ls o offers con s u m er cr ed it , a s s et m a n a gem en t
s er vices (E UR 2 6 b illion in a s s et s u n d er m a n a gem en t ), p r iva t e b a n k in g a n d life in s u r a n ce
s olu t ion s .
Th e cos t of t h e 9 9 .1 0 % in t er es t h eld b y BNP Pa r ib a s in BNL a t 3 0 J u n e 2 0 0 7 a m ou n t ed t o
E UR 9 ,0 1 7 m illion , a n d wa s p a id in ca s h .
Th e BNP Pa r ib a s Grou p res t a ted BNL’s b a la n ce s h eet a t 3 1 Ma rch 2 0 0 6 in or d er t o b r in g BNL’s
a ccou n t in g m et h od s in t o lin e wit h t h os e a p p lied b y t h e BNP Pa r ib a s Gr ou p a n d t o com p ly wit h
t h e p u r ch a s e a ccou n t in g r u les p r es cr ib ed b y IFRS (s ee Not e 1 .b , “ Bu s in es s com b in a t ion s a n d
m ea s u r em en t of good will”).
Th es e a d ju s t m en t s r ep r es en t ed a n ega t ive E UR 8 7 7 m illion a ft er t h e t a x im p a ct . Th ey p r im a r ily
con cer n ed t h e followin g:
- t h e m ea s u rem en t of p r ovis ion s for cr ed it r is k on in d ivid u a l loa n s a n d loa n p or t folios
– m a in ly in clu d in g th e effect of recla s s ifyin g loa n s m or e t h a n 9 0 d a ys p a s t d u e a s
d ou b t fu l – a s well a s p rovis ion s for litiga tion a n d con t in gen t lia b ilit ies (n ega t ive
im p a ct of E UR 5 3 6 m illion );
- em p loyee b en efit ob liga t ion s (n ega t ive im p a ct of E UR 3 2 5 m illion ), p r im a rily r ela t in g
t o con tin gen t lia b ilities ;
- t h e m ea s u rem en t of p r op er t y, p la n t a n d equ ip m en t (E UR 1 4 4 m illion p os itive
im p a ct ), t h e BNL b ra n d (E UR 5 0 m illion p os it ive im p a ct ) a n d th e a p p lica t ion of th e
Grou p ’s r u les rela t in g t o d ep r ecia t ion / a m ort is a tion of a s s et s (E UR 1 1 3 m illion
n ega t ive im p a ct ), rep r es en t in g in a ll a n et p os itive im p a ct of E UR 8 1 m illion ;
- t h e va lu a t ion of m a rk et t r a n s a ct ion s in a ccord a n ce wit h th e r u les a p p lica b le wit h in
t h e BNP Pa rib a s Gr ou p (E UR 1 1 2 m illion n ega t ive im p a ct );
- t h e fa ir va lu e m ea s u r em en t of loa n s , s ecu r it ies a n d ot h er a s s et s , a s well a s d eb t,
ot h er lia b ilit ies a n d in s u r a n ce con t ra ct s (E UR 4 0 m illion p os itive im p a ct );
10155-01337 ICM:5176639.9
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- t h e t a x effect of th e a b ove a d ju s t m en t s (E UR 2 9 3 m illion n et d efer r ed t a x a s s et ) a n d
of con t in gen t lia b ilit ies (E UR 3 1 8 m illion n ega t ive im p a ct , in clu d in g E UR 2 6 0
m illion recogn is ed in th e firs t h a lf of 2 0 0 7 ), rep r es en t in g a n et n ega t ive im p a ct of
E UR 2 5 m illion .
As p a r t of th e p u r ch a s e p r ice a lloca t ion , t h e BNL b ra n d wa s r ecogn is ed s ep a ra t ely from
good will. It wa s m ea s u r ed on in itia l r ecogn ition u s in g s t a n d a r d p r a ct ices in t h e b a n k in g
in d u s t ry for va lu in g th is t yp e of a s s et a n d b y com p a r is on s with oth er lis t ed b a n k s of a
com p a ra b le s ize. Th e ca lcu la t ion a ls o t ook in t o a ccou n t t h e recen t ch a n ges in BNL b r a n d
r ecogn it ion d u r in g t h e yea rs p r eced in g t h e a cqu is ition .
BNP Pa r ib a s d id n ot r ecogn is e a n in t a n gib le a s s et for BNL’s con t ra ct u a l cu s t om er
r ela t ion s h ip s cor r es p on d in g t o a ccou n t a n d d ep os it a gr eem en t s en t er ed in t o with
cu s t om ers . In a d d it ion , oth er t h a n b u s in es s com b in a t ion s , n o t ra n s a ction s wer e
id en t ified in Ita ly rela t in g t o s im ila r a s s et s wh ich cou ld b e u s ed a s a b a s is of es tim a t ion .
In a ccord a n ce wit h p a ra gr a p h 1 6 of IAS 3 8 , t h es e con tr a ct u a l cu s tom er rela t ion s h ip s
ca n n ot b e id en t ified s ep a r a t ely fr om BNL’s good will a s t h e b a n k d oes n ot h a ve a n y lega l
or con t r a ct u a l r igh t s to con t r ol t h e fu t u re rela t ion s h ip s with its cu s t om ers , or t h e loya lt y
of th e cu s t om ers to th e b a n k . In a n y even t, th e va lu e of t h is a s s et is n ot m a t eria l a s th e
in t er es t r a t es on t h e va s t m a jor it y of t h e b a n k '
s d em a n d d ep os it s d o n ot res u lt in
m a t er ia l econ om ic b en efit s . Th e econ om ic b en efit com p a r ed wit h a ltern a t ive r efin a n cin g
in t h e m a r k et is m in im a l d u e t o t h e m a n a gem en t cos ts a n d regu la t ory r es t r ict ion s
con cer n in g t h e m a n a gem en t of s a id d ep os it s .
Th es e a d ju s t m en t s r ed u ced t h e Grou p s h a r e of BNL’s equ it y a t 3 1 Ma r ch 2 0 0 6 b y t h e s a m e
a m ou n t , a n d ga ve r is e t o r es id u a l good will of E UR 2 ,2 9 5 m illion a t 5 Ap r il 2 0 0 6 , t h e d a t e BNP
Pa r ib a s ob t a in ed effect ive con t r ol of BNL.
In accordance with the accounting policies described in note 1.c, “ Own equity instruments and own equity instrument derivatives” ,
the difference between the acquisition cost and the Group’ s equity in BNL’ s net assets held by minority shareholders and acquired
after the date of acquisition (i.e. between 5 April 2006 and 31 December 2006) was recorded as a deduction from retained earnings
attributable to BNP Paribas shareholders in an amount of EUR 2,224 million at 30 June 2007.
BNP Pa r ib a s fin a n ced t h e BNL a cqu is ition b y m ea n s of (i) a E UR 5 ,5 6 7 m illion is s u e of
s h a r es wit h p re-em p t ive s u b s crip t ion r igh ts for exis t in g s h a reh old ers ; (ii) a E UR 2 ,0 2 3
m illion is s u e of u n d a t ed s u p er s u b or d in a t ed n ot es ; a n d (iii) it s own fu n d s . Det a ils of
t h es e is s u es a r e p r ovid ed in n ot e 4 .a , “ Ch a n ges in s h a r e ca p it a l a n d ea r n in gs p er s h a r e”.
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The BNL sub-group has been fully consolidated as from the acquisition date. For the second quarter of 2006 BNL contributed EUR
140 million to the BNP Paribas Group’ s net income before minority interests and EUR 97 million to net income attributable to equity
holders. If the acquisition had taken place on 1 January 2006, the BNL sub-group would have contributed EUR 1,480 million to net
banking income and EUR 241 million to net income for the first half of 2006. The BNL acquisition led to a net cash outflow of EUR
11,490 million for the BNP Paribas Group in 2006.
Du r in g t h e firs t h a lf of 2 0 0 7 , t h e BNP Pa rib a s S A S h a reh old er s ’ Gen er a l Meet in g of 1 5
Ma y vot ed a n ext ra or d in a ry r es olu t ion (1 2 t h res olu t ion ) a p p r ovin g t h e m er ger of BNL in t o
BNP Pa r ib a s , th r ou gh t h e tr a n s fer to BNP Pa rib a s of a ll BNL’s a s s ets , in exch a n ge for
BNP Pa r ib a s S A s h a r es , a n d th e a s s u m p t ion b y BNP Pa rib a s of a ll of BNL’s d eb t s .
Pr ovid ed t h a t th e r es t r u ct u r in g is ca r r ied ou t in 2 0 0 7 a n d t h a t th e n eces s a ry form a l
a u t h or is a t ion is ob t a in ed fr om th e US In t er n a l Reven u e S er vice, t h e t a x los s es t h a t h a ve
b ecom e u tilis a b le b y vir t u e of th es e t r a n s a ct ion s a n d th e ch a n ge of con t rol of BNL will b e
a va ila b le for s et off a ga in s t th e fu t u re p r ofit s of BNP Pa r ib a s ’ New Yor k b r a n ch . It will
t h en b e p os s ib le t o d et erm in e t h e p or t ion of th e t ot a l E UR 1 .2 b illion t a x los s
ca r ryforwa r d s t h a t ca n b e u t ilis ed , th e t im in g of th e u tilis a t ion s a n d t h e p ot en t ia l t a x
s a vin g. A d efer red t a x a s s et will b e r ecogn is ed for t h is p ot en t ia l t a x s a vin g for BNP
Pa rib a s - wh ich r es u lts from t h e a cqu is ition of BNL a n d th e cu rr en t r es t r u ct u r in g a n d
wou ld n ot h a ve b een a va ila b le t o BNL if th e ch a n ge of con t rol h a d n ot t a k en p la ce – on ly
t o t h e ext en t th a t it is p r ob a b le t h a t t a xa b le p r ofit will b e a va ila b le a ga in s t wh ich th e t a x
los s ca r ryfor wa r d s ca n b e u t ilis ed .
-
Acquisition of UkrSibbank (International Retail Banking and Financial Services)
On 1 4 Ap r il 2 0 0 6 , BNP Pa r ib a s a cqu ir ed 5 1 % of Uk r Sib b a n k . E xis t in g s h a r eh old ers of
10155-01337 ICM:5176639.9
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Uk r S ib b a n k s ign ed a lon g-t er m a gr eem en t wit h B NP Pa r ib a s a n d will ret a in a 4 9 % in t er es t in t h e
Uk r a in ia n en t it y.
Uk r S ib b a n k offer s a wid e r a n ge of s er vices in t h e r et a il, corp ora t e a n d in ves t m en t b a n k in g a r en a s .
At t h e a cqu is it ion d a t e it wa s Uk r a in e’s fift h -la r ges t b a n k in t er m s of a s s ets a n d h a d a n et work of
8 3 0 b r a n ch es a n d ou t let s , em p loyin g clos e t o 9 ,5 0 0 p eop le.
Th e Uk r S ib b a n k Gr ou p '
s a s s et s a n d lia b ilit ies – wh ich wer e r ecogn is ed a t fa ir va lu e a t t h e
a cqu is it ion d a t e – p r im a r ily com p r is ed cu s t om er loa n s a m ou n t in g t o E UR 1 ,4 2 3 m illion a n d
cu s t om er d ep os it s r ep r es en t in g E UR 9 2 9 m illion .
Good will r ep r es en t in g t h e loca l cu r r en cy equ iva len t of E UR 2 0 1 m illion a t 3 1 Decem b er 2 0 0 6 wa s
r ecor d ed on t h e con s olid a t ion of t h e Uk r Sib b a n k Grou p .
Uk r S ib b a n k h a s b een con s olid a t ed s in ce t h e a cqu is it ion d a t e a n d it s con t r ib u t ion t o t h e BNP
Pa r ib a s Gr ou p ’s n et in com e for t h e fir s t h a lf of 2 0 0 6 wa s n ot m a t er ia l. Th is a cqu is it ion led t o a
n et ca s h ou t flow in 2 0 0 6 of E UR 1 6 1 m illion for t h e BNP Pa r ib a s Gr ou p .
-
Acquisition of TEB Mali (International Retail Banking and Financial Services)
In February 2005, BNP Paribas acquired a 50% interest in the holding company TEB Mali, which owns 84.25% of the Turkish bank
Turk Ekonomi Bankasi (TEB). The Colakoglu group retained a 50% interest in TEB Mali.
TEB is a mid-sized universal bank which, via its subsidiaries, offers corporate and retail customers a full range of financial services
and products including export financing, leasing, factoring, consumer credit, deposit-taking, treasury and asset management,
insurance, investment banking and brokerage. On the acquisition date, TEB had a network of 85 branches and also owned two banks
outside Turkey.
The assets and liabilities of TEB Mali, recognised at fair value as of the acquisition date, mainly comprised:
- assets: customer loans of EUR 1,476 million (BNP Paribas share: EUR 738 million);
- liabilities: customer deposits of EUR 1,781 million (BNP Paribas share: EUR 891 million).
The acquisition price was USD 252 million, or an equivalent value of EUR 198 million at the acquisition date. An earn-out payment
contingent on the future profitability of TEB, payable at the start of 2008, was agreed by the parties. Acquisition costs of EUR 6
million were incurred. Goodwill on this acquisition represented the local currency equivalent of EUR 128 million at 31 December
2005, and was recognised as an asset in the balance sheet. The value of this goodwill is supported by the highly favourable growth
prospects of TEB. In addition, the acquisition by BNP Paribas of an interest in the TEB Group’ s holding company provides an
opportunity to forge many operational alliances in a wide variety of fields such as export and commodity financing, consumer credit,
mortgage lending, leasing and retail banking, thereby enhancing the TEB group’ s expertise and product range.
TEB Mali has been consolidated since the acquisition date, and contributed EUR 9 million to consolidated net income for the first
half of 2005. The acquisition generated a net cash inflow of EUR 42 million for the BNP Paribas Group in 2005.
10155-01337 ICM:5176639.9
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10155-01337 ICM:5176639.9
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185, Avenue Charles de
63, rue de Villiers
61, rue Henri Regnault
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92208 Neuilly-sur-Seine Cedex
92400 Courbevoie
92524 Neuilly-sur-Seine
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To the Shareholders,
BNP Paribas
16, Boulevard des Italiens
75009 Paris
In our capacity as Statutory Auditors and in accordance with the requirements of article L. 232-7 of French
Commercial Law (“ &RGHGH&RPPHUFH´), we hereby report to you on:

the review of the accompanying condensed half-year consolidated financial statements
of BNP Paribas, for the period January 1 to June 30, 2007,
the verification of information contained in the half-year management report.
These condensed half-year consolidated financial statements are the responsibility of the Board of Directors.
Our role is to express a conclusion on these financial statements based on our review.
We conducted our review in accordance with professional standards applicable in France. A review of
interim financial information consists of making inquiries, primarily of persons responsible for financial and
accounting matters, and applying analytical and other review procedures. A review is substantially less in
scope than an audit conducted in accordance with professional standards applicable in France and
consequently does not enable us to obtain assurance that we would become aware of all significant matters
that might be identified in an audit. Accordingly, we do not express an audit opinion.
Based on our review, nothing has come to our attention that causes us to believe that the
accompanying condensed half-year consolidated financial statements are not prepared, in all material
respects, in accordance with IAS 34 - standard of the IFRSs as adopted by the European Union applicable to
interim financial information.
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In accordance with professional standards applicable in France, we have also verified the information given
in the half-year management report on the condensed half-year consolidated financial statements subject to
our review.
We have no matters to report as to its fair presentation and consistency with the condensed half-year
consolidated financial statements.
Neuilly-sur-Seine and Courbevoie, August 30th, 2007
The Statutory Auditors
French original signed by
Deloitte & Associés
PricewaterhouseCoopers
Audit
Mazars & Guérard
Pascal Colin
Etienne Boris
Hervé Hélias
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On 10 July 2007 Standard & Poor’ s upgraded the long term unsubordinated debt rating of BNP Paribas from AA to AA+
Stable outlook.
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