BASE PROSPECTUS BNP PARIBAS S.A., ACTING THROUGH ITS HUNGARIAN BRANCH HUF 75,000,000,000 Note Programme This document constitutes two base prospectuses (together the Base Prospectus) for the purposes of the 2015-2016 Note Programme (the Programme) of BNP PARIBAS S.A., acting through its Hungarian Branch (the Issuer) under which the Issuer may from time to time issue Hungarian forint denominated notes (the Notes) that are either (i) listed and/or admitted to trading on a regulated market; or (ii) unlisted and/or not admitted to trading on any regulated market. The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed HUF75,000,000,000 (or its equivalent in other currencies calculated). An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see "Risk Factors". In accordance with section 29(1) of the Capital Markets Act, only the Issuer accepts responsibility for the information contained in this Base Prospectus and the Final Terms for each Tranche of Notes issued under the Programme. Due to its banking activities, the total amount of the BNPP Group’s medium- and long-term debt exceeds the amount of its total shareholders’ equity and equivalents. In particular, (1) on 31 December 2014 the BNPP Group’s total medium- and long- term debt exceeded its total shareholders’ equity and equivalents by EUR 34,437,000,000; and (2) the total framework amount of the Programme (i.e. HUF75,000,000,000) is equivalent to approximately 0.192 per cent. of the BNPP Group’s total medium- and long-term debt (as at 31 December 2014) and approximately 0.266 per cent. of the BNPP Group’s total shareholders’ equity and equivalents (as at 31 December 2014). Please also refer to the table concerning the BNPP Group’s capitalisation on pages 121 and 122 of the Base Prospectus. Therefore, the risks related to an investment in the Notes issued under the Programme exceed the ordinary level of risks related to public offerings in general. Magyar Nemzeti Bank, the central bank of Hungary (the MNB) in its capacity as competent authority under Act CXX of 2001 on the Capital Markets (the Capital Markets Act) approved this document as a base prospectus in its resolution No. H-KE-III-373/2015 dated 26 March 2015. Application may be made to the Budapest Stock Exchange (BSE) for certain Notes issued under the Programme to be listed and admitted to trading on the Budapest Stock Exchange's regulated market, which is a regulated market for the purposes of the Markets in Financial Instruments Directive (Directive 2004/39/EC). References in this Base Prospectus to Notes being listed (and all related references) shall mean that such Notes have been listed and admitted to trading on the Budapest Stock Exchange's regulated market. The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchanges or markets as may be determined by the Issuer. Under the Programme the Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any market. The requirement to publish a prospectus under the Prospectus Directive (as defined below) and the Capital Markets Act only applies to Notes which are to be admitted to trading on a regulated market in the European Economic Area and/or offered to the public in the European Economic Area other than in circumstances where an exemption is available under Article 3.2 of the Prospectus Directive (as implemented in the relevant Member State(s)) and section 14 of the Capital Markets Act. Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain other information which is applicable to each Tranche (as defined under "Terms and Conditions of the Notes") of Notes will be set out in a final terms document (the Final Terms) which will, to the extent required under the Capital Markets Act, be filed with the MNB. The Issuer's long-term credit ratings are A+ with a negative outlook (Standard & Poor's Credit Market Services France SAS ("Standard & Poor's")), A1 with a negative outlook (Moody's Investors Service Ltd. ("Moody's")) and A+ with a stable outlook (Fitch France S.A.S. ("Fitch France")). Each of Standard & Poor's, Moody's and Fitch France is established in the European Union and is registered under the Regulation (EC) No. 1060/2009 (as amended) (the "CRA Regulation"). As such each of Standard & Poor's, Moody's and Fitch France is included in the list of credit rating agencies published by the European Securities and Markets Authority on its website (at http://www.esma.europa.eu/page/List-registered-and-certified-CRAs) in accordance with the CRA Regulation. Notes issued under the Programme may be rated or unrated. Where a Tranche of Notes is rated, such rating will be disclosed in the Final Terms. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. BNP Paribas UK Limited and OTP Bank Plc as Mandated Lead Arrangers The date of this Base Prospectus is 13 March 2015. 2 IMPORTANT INFORMATION This Base Prospectus comprises a base prospectus in respect of all Notes issued under the Programme for the purposes of Section 27(5) of the Capital Markets Act and Article 5.4 of Directive 2003/71/EC as amended (which includes the amendments made by Directive 2010/73/EU) (the Prospectus Directive). In accordance with section 29(1) of the Capital Markets Act, only the Issuer accepts responsibility for the information contained in this Base Prospectus and the Final Terms for each Tranche of Notes issued under the Programme. Due to its banking activities, the total amount of the BNPP Group’s medium- and long-term debt exceeds the amount of its total shareholders’ equity and equivalents. In particular, (1) on 31 December 2014 the BNPP Group’s total medium- and long-term debt exceeded its total shareholders’ equity and equivalents by EUR 34,437,000,000; and (2) the total framework amount of the Programme (i.e. HUF75,000,000,000) is equivalent to approximately 0.192 per cent. of the BNPP Group’s total medium- and long-term debt (as at 31 December 2014) and approximately 0.266 per cent. of the BNPP Group’s total shareholders’ equity and equivalents (as at 31 December 2014). Please also refer to the table concerning the BNPP Group’s capitalisation on pages 121 and 122 of the Base Prospectus. Therefore, the risks related to an investment in the Notes issued under the Programme exceed the ordinary level of risks related to public offerings in general. The Issuer's responsibility statement is set out in the chapter entitled "Responsibility Statement" below. To the best of the knowledge of the Issuer (having taken all reasonable care to ensure that such is the case) the information contained in this Base Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. This Base Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see "Documents Incorporated by Reference"). This Base Prospectus shall be read and construed on the basis that such documents are incorporated and form part of this Base Prospectus. The Mandated Lead Arrangers have not independently verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Mandated Lead Arrangers as to the accuracy or completeness of the information contained or incorporated in this Base Prospectus or any other information provided by the Issuer in connection with the Programme. The Mandated Lead Arrangers do not accept any liability in relation to the information contained or incorporated by reference in this Base Prospectus or any other information provided by the Issuer in connection with the Programme. No person is or has been authorised by the Issuer to give any information or to make any representation not contained in or not consistent with this Base Prospectus or any other information supplied in connection with the Programme or the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer or the Mandated Lead Arrangers. Neither this Base Prospectus nor any other information supplied in connection with the Programme or any Notes (a) is intended to provide the basis of any credit or other evaluation or (b) should be considered as a recommendation by the Issuer or the Mandated Lead Arrangers that any recipient of this Base Prospectus or any other information supplied in connection with the Programme or any Notes should purchase any Notes. Each investor contemplating purchasing any Notes should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer. Neither this Base Prospectus nor any other information supplied in connection with the Programme or the issue of any Notes constitutes an offer or invitation by or on behalf of the Issuer to any person to subscribe for or to purchase any Notes. Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any Notes shall in any circumstances imply that the information contained herein concerning the Issuer is correct at any time 3 subsequent to the date hereof or that any other information supplied in connection with the Programme is correct as of any time subsequent to the date indicated in the document containing the same.