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Bnp Paribas Fortis Sa/Nv (Incorporated As a Public Company with Limited Liability (Société Anonyme/Naamloze Vennootschap) Under the Laws of Belgium, Enterprise No

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Bnp Paribas Fortis Sa/Nv (Incorporated As a Public Company with Limited Liability (Société Anonyme/Naamloze Vennootschap) Under the Laws of Belgium, Enterprise No Base Prospectus BNP PARIBAS FORTIS SA/NV (INCORPORATED AS A PUBLIC COMPANY WITH LIMITED LIABILITY (SOCIÉTÉ ANONYME/NAAMLOZE VENNOOTSCHAP) UNDER THE LAWS OF BELGIUM, ENTERPRISE NO. 0403.199.702, REGISTER OF LEGAL ENTITIES OF BRUSSELS) AND BNP PARIBAS FORTIS FUNDING (INCORPORATED AS A SOCIÉTÉ ANONYME UNDER THE LAWS OF THE GRAND DUCHY OF LUXEMBOURG REGISTERED WITH THE REGISTRY OF COMMERCE AND COMPANIES OF LUXEMBOURG UNDER NO. B24784) UNCONDITIONALLY AND IRREVOCABLY GUARANTEED BY BNP PARIBAS FORTIS SA/NV Euro Medium Term Note Programme Under this Euro Medium Term Note Programme (the "Programme"), BNP PARIBAS FORTIS SA/NV ("BNPPF") and BNP PARIBAS FORTIS FUNDING ("BP2F" and together with BNPPF, the "Issuers" and each an "Issuer") may, from time to time, issue Euro Medium Term Notes (the "Notes"), subject to compliance with all relevant laws, regulations and directives and subject to obtaining any appropriate approval or other consents. Notes issued by BP2F will be guaranteed on a subordinated or unsubordinated basis by BNP Paribas Fortis SA/NV (the "Guarantor"). This base prospectus (the "Base Prospectus") is prepared in connection with the Programme and constitutes two base prospectuses, the BNPPF Base Prospectus and the BP2F Base Prospectus (each as defined below) and each a base prospectus for the purposes of Article 5.4 of the Prospectus Directive, as revised, supplemented or amended from time to time by the Issuers and the Guarantor, as the case may be. As a result, Notes issued under the Programme may be offered to the public or/and admitted to trading on a regulated market as more fully described below and subject to the relevant implementing measures of the Prospectus Directive in the relevant Member State. The term "regulated market" as used herein shall mean a regulated market as defined in Directive 2004/39/EC on markets in financial instruments. "Prospectus Directive" means Directive 2003/71/EU (as amended, including by Directive 2010/73/EU), and includes any relevant implementing measure in a relevant Member State of the European Economic Area. The BNPPF base prospectus (the "BNPPF Base Prospectus") will comprise this Base Prospectus with the exception of (a) the information contained in the section entitled "Description of BNP Paribas Fortis Funding" and the information contained in the "Description of the Guarantee" and (b) the audited annual accounts of BP2F for the financial years ended 31 December 2013 and 31 December 2014 and cash flow statements of BP2F for the financial years ended 31 December 2013 and 31 December 2014 (as incorporated by reference at paragraphs 3, 4, 5 and 6 of the section entitled "Information Incorporated by Reference"). The BP2F base prospectus (the "BP2F Base Prospectus") will comprise this Base Prospectus. This Base Prospectus has been approved by the Luxembourg Commission de Surveillance du Secteur Financier (the "CSSF"), which is the Luxembourg competent authority for the purpose of the Prospectus Directive, as a base prospectus issued in compliance with the Prospectus Directive, the Luxembourg Law dated 10 July 2005 on prospectuses for securities, as amended (the "Prospectus Act 2005", and any other relevant implementing legislation in Luxembourg for the purpose of giving information with regard to the issue of Notes ("Non-exempt Notes") under the Programme during the period of twelve months after the date of publication of this Base Prospectus. Consequently Notes issued under the Programme may be offered to the public, in accordance with the requirements of the Prospectus Directive. The CSSF assumes no responsibility for the economic and financial soundness of the transactions contemplated by this Base Prospectus or the quality or solvency of the Issuers or the Guarantor in accordance with Article 7(7) of the Prospectus Act 2005. The requirement to publish a prospectus under the Prospectus Directive 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)). References in this Base Prospectus to "Exempt Notes" are to Notes for which no prospectus is required to be published under the Prospectus Directive. The CSSF has neither approved nor reviewed information contained in this Base Prospectus in connection with Exempt Notes. Application has been made to the Luxembourg Stock Exchange for Notes issued under the Programme to be admitted to listing on the official list (the "Official List") and to trading on the regulated market of the Luxembourg Stock Exchange (Bourse de Luxembourg) (the "Luxembourg Regulated Market"), and application may also be made for Notes issued under the Programme to be admitted to trading on the regulated market of Euronext Amsterdam (the "Amsterdam Regulated Market") and the regulated market of Euronext Brussels (the "Brussels Regulated Market"), in each case under the Prospectus Directive during the period of 12 months after the date of publication of this Base Prospectus. The Luxembourg Regulated Market, the Amsterdam Regulated Market and the Brussels Regulated Market are each a regulated market for the purposes of Directive 2004/39/EC. Application may also be made to the Luxembourg Stock Exchange for Notes issued under the Programme to be admitted to the Official List and admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange (the "Euro MTF") during the period of 12 months after the date of publication of this Base Prospectus. Application may also be made for Notes issued under the Programme to be admitted to trading on either regulated market. The Programme also permits Notes to be issued on the basis that they will not be admitted to listing, trading and/or quotation by any competent authority, stock exchange and/or quotation system or to be admitted to listing, trading and/or quotation by such other or further listing authorities, stock exchanges and/or quotation systems as may be agreed with the Issuers. References in this Base Prospectus to Notes being "listed" (and all related references) shall mean that such Notes have been admitted to trading on the Luxembourg Regulated Market, the Amsterdam Regulated Market, the Brussels Regulated Market or the EuroMTF, as specified in the relevant Final Terms (as defined below). Notes issued by BP2F under the Programme may be in the form of the new global note, the format for international debt securities which will ensure compliance of the Notes with European Central Bank ("ECB") Standard 3 eligibility criteria for use as collateral in Eurosystem monetary operations ("Eurosystem eligibility"). Notes issued by BNPPF will not be issued in the form of a new global note but, being deposited with the National Bank of Belgium or any successor thereto (the "NBB"), are intended to be held in a manner which would allow Eurosystem eligibility. Notes issued by BNPPF in dematerialised form will be represented by a book-entry in the records of the X/N System (as defined in the Conditions) and are also intended to be held in a manner which would allow Eurosystem eligibility. Note that the designation that any Notes issued are intended to be held in a manner which would allow Eurosystem eligibility does not necessarily mean that the Notes would be recognised as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem either upon issue or at any times during their life. Such recognition will depend on the ECB being satisfied that Eurosystem eligibility criteria have been met. A general description of the Programme can be found on page 84. The Notes will be issued on a continuous basis. The Notes may bear interest at a fixed or floating rate, on a variable coupon amount basis linked to the performance of an inflation index, a currency exchange rate or an underlying interest rate or any combination of those or may be issued on a fully discounted basis and not bear interest, and the amount payable on the redemption of Notes may be fixed or variable. Notes will be issued in series (each a "Series") having one or more issue dates and the same maturity date (if any), bearing interest (if any) on the same basis and at the same rate and on terms otherwise identical. The length of interest periods, and the rate of interest in respect thereof, may differ from the length and the rate of interest in respect of subsequent or, as the case may be, preceding interest periods. Each Series may be issued in tranches (each a "Tranche") on different issue dates. The specific terms of each Tranche will be set forth in a set of final terms to this Base Prospectus which is the final terms document substantially in the relevant form set out in the section entitled "Form of Final Terms for Non-Exempt Notes" on page 259 which will be completed at the time of the agreement to issue each Tranche of Notes and which will constitute final terms for the purposes of Article 5.4 of the Prospectus Directive (the "Final Terms") which will be filed with the CSSF. Copies of Final Terms in relation to Notes to be listed on the Luxembourg Stock Exchange will also be published on the website of the Luxembourg Stock Exchange (www.bourse.lu). In the case of Exempt Notes, 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 will be set out in a pricing supplement document (the "Pricing Supplement"). Copies of Pricing Supplements will be available from the specified office of the Principal Paying Agent (see paragraph 8 of "General Information" on page 343 hereof).
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