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Incorporated with Limited Liability in Belgium) (Legal Entity Identifier: KGCEPHLVVKVRZYO1T647)

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Incorporated with Limited Liability in Belgium) (Legal Entity Identifier: KGCEPHLVVKVRZYO1T647) BNP PARIBAS FORTIS SA/NV (incorporated with limited liability in Belgium) (legal entity identifier: KGCEPHLVVKVRZYO1T647) EUR 10,000,000,000 Retained Mortgage Pandbrieven Programme Arranger BNP PARIBAS FORTIS SA/NV Dealer BNP PARIBAS FORTIS SA/NV Base Prospectus dated 12 February 2019 for the purpose of listing the Mortgage Pandbrieven. This document constitutes a base prospectus for the purposes of Article 29 of the Belgian Law dated 16 June 2006 concerning the public offer of investment securities and the admission of investment securities to trading on a regulated market (the Belgian Prospectus Law) and Article 5.4 of the Prospectus Directive (as defined herein) and has been approved by the Financial Services and Markets Authority (Autoriteit voor Financiële Diensten en Markten/Autorité des services et marchés financiers) (the FSMA) in its capacity as competent authority under article 23 of the Belgian Prospectus Law as a base prospectus (the Base Prospectus). This approval is not and should not be considered to be a judgement as to the appropriateness or the merits of any issue under the Programme, nor of the situation of the Issuer. Application has been made to Euronext Brussels for the Mortgage Pandbrieven issued under the Programme to be listed on Euronext Brussels. Euronext Brussels’ regulated market is a regulated market for the purposes of Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments (as amended, supplemented or replaced from time to time, MiFID II). Application may also be made for Mortgage Pandbrieven issued under the Programme to be admitted to trading on another market that is also a regulated market under such Directive. The Programme also permits Mortgage Pandbrieven to be issued on the basis that they (i) will not be admitted to listing, trading or quotation by any competent authority, stock exchange and/or quotation 1 system or (ii) will 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 by the Issuer. References in this Base Prospectus to Mortgage Pandbrieven being “listed” (and all related references) shall mean that the Mortgage Pandbrieven have been listed on Euronext Brussels and admitted to trading on Euronext Brussels’ regulated market or on another regulated market for the purposes of MiFID II, as specified in the relevant Final Terms (as defined below). 2 BNP Paribas Fortis SA/NV (Incorporated with limited liability in Belgium) EUR 10,000,000,000 Retained Mortgage Pandbrieven Programme Under this EUR 10,000,000,000 Retained Mortgage Pandbrieven Programme (the Programme), BNP Paribas Fortis SA/NV (the Issuer or BNP Paribas Fortis or BNPPF) may from time to time issue belgische pandbrieven/lettres de gage belges (Mortgage Pandbrieven) in accordance with the provisions of the law of 25 April 2014 on the legal status and supervision of the credit institutions and stockbroking firms, as amended from time to time (the Banking Law) and its implementing royal decrees and regulations, on the issuance of Belgian covered bonds. Mortgage Pandbrieven under the Programme may be issued in Euro or in another currency as set out in the relevant Final Terms agreed between the Issuer and the Dealer (as defined below). Any Mortgage Pandbrieven issued under the Programme on or after the date of this Base Prospectus are issued subject to the provisions herein. The minimum specified denomination of any Mortgage Pandbrieven issued under this Base Prospectus shall be EUR 100,000. The maximum aggregate nominal amount of all Mortgage Pandbrieven from time to time outstanding will not exceed the amount of EUR 10,000,000,000, subject to increase as described herein. The Mortgage Pandbrieven under this Programme are intended to be issued to (i) BNP Paribas Fortis SA/NV and/or any direct or indirect subsidiary of BNP Paribas Fortis SA/NV, and/or (ii) any entity of the BNP Paribas Group. This Programme is to be distinguished from and is created in addition to the existing EUR 10,000,000,000 Residential Mortgage Pandbrieven programme of BNP Paribas Fortis SA/NV which was initially established on 16 September 2016, as amended from time to time (the Existing Programme) The Mortgage Pandbrieven may be issued on a continuing basis to the Dealer specified under “General Description of the Programme” and any additional Dealer appointed under the Programme from time to time, which appointment may be for a specific issue or on an ongoing basis (each a Dealer and together the Dealers). References in this Base Prospectus to the relevant Dealer shall, in the case of an issue of Mortgage Pandbrieven being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Mortgage Pandbrieven. An investment in Mortgage Pandbrieven issued under the Programme involves certain risks. For a discussion of these risks see “Risk Factors”. Investors should review and consider these risk factors carefully before purchasing any Mortgage Pandbrieven. On 9 February 2016, the National Bank of Belgium (the NBB) has admitted the Issuer to the list of credit institutions that are authorised to issue Mortgage Pandbrieven and has admitted the Programme to the list of authorised programmes for issuance of Mortgage Pandbrieven on 23 October 2018. Issuances made under the Programme shall be included in the list of the Mortgage Pandbrieven on the website of the NBB (Prudential Supervision - Areas of Responsibility - Credit Institutions - Lists – Covered bond issuances carried out by the credit institutions). The Base Prospectus is a prospectus for the purposes of Article 5.4 of Directive 2003/71/EC (as amended, supplemented or replaced from time to time, the Prospectus Directive) and the Belgian Prospectus Law. It intends to give the information with regard to the Issuer and the Mortgage Pandbrieven, which according to the particular nature of the Issuer and the Mortgage Pandbrieven, is necessary to enable investors to make an informed assessment of the rights attaching to the Mortgage 3 Pandbrieven and of the assets and liabilities, financial position, profit and losses and prospects of the Issuer. Mortgage Pandbrieven may be issued in dematerialised form (the Dematerialised Mortgage Pandbrieven) or in registered form (the Registered Mortgage Pandbrieven). Dematerialised Mortgage Pandbrieven will be issued in dematerialised form under the Belgian Company Code (Wetboek van vennootschappen/Code des sociétés) (the Belgian Company Code) and cannot be physically delivered. The Dematerialised Mortgage Pandbrieven will be represented exclusively by book entries in the records of the X/N securities and cash clearing system operated by the NBB or any successor thereto (the Securities Settlement System). Access to the Securities Settlement System is available through those of its Securities Settlement System participants whose membership extends to securities such as the Mortgage Pandbrieven. Securities Settlement System participants include certain banks, stockbrokers (beursvennootschappen/sociétés de bourse), Euroclear Bank SA/NV (Euroclear), Clearstream Banking Frankfurt S.A., Germany (Clearstream, Germany), SIX SIS Ltd, Switzerland (SIX SIS, Switzerland), Monte Titoli S.p.A., Italy (Monte Titoli, Italy) and InterBolsa S.A., Portugal (InterBolsa, Portugal) or any other national or international NBB investors central securities depository (NBB investor (I)CSDs)1. Accordingly, the Dematerialised Mortgage Pandbrieven will be eligible to clear through, and therefore accepted by, Euroclear, Clearstream, Germany, SIX SIS, Switzerland, Monte Titoli, Italy, InterBolsa., Portugal and any other NBB investor (I)CSDs and investors can hold their Dematerialised Mortgage Pandbrieven within securities accounts in Euroclear, Clearstream, Germany, SIX SIS, Switzerland, Monte Titoli, Italy, InterBolsa, Portugal and any other NBB investor (I)CSDs. Registered Mortgage Pandbrieven will be registered in a register maintained by the Issuer or a registrar on behalf of the Issuer (the Registrar) in accordance with Article 462 et seq. of the Belgian Company Code. Unless otherwise stated, capitalised terms used in this Base Prospectus have the meanings set forth in this Base Prospectus. Where reference is made to the Conditions of the Mortgage Pandbrieven or to the Conditions, reference is made to the Terms and Conditions of the Mortgage Pandbrieven. Notice of the aggregate nominal amount of Mortgage Pandbrieven, interest (if any) payable in respect of Mortgage Pandbrieven, the issue price of Mortgage Pandbrieven and certain other information which is applicable to each Tranche (as defined under “Terms and Conditions of the Mortgage Pandbrieven”) of Mortgage Pandbrieven will be set out in a final terms document (the Final Terms) which, with respect to Mortgage Pandbrieven to be listed on Euronext Brussels, will be filed with the FSMA. Copies of Final Terms in relation to Mortgage Pandbrieven to be listed on Euronext Brussels will also be published on the website of the Issuer. The Programme provides that Mortgage Pandbrieven may be listed or admitted to trading, as the case may be, on such other or further stock exchanges or markets as may be agreed between the Issuer and the relevant Dealer(s). In the case of Mortgage Pandbrieven which are to be admitted to trading on a regulated market (as defined in the Prospectus Directive) of a European Economic Area Member State other than the regulated market of Euronext Brussels (a Host Member State) the Issuer will request that the FSMA delivers to the competent authority of the Host Member State a certificate of approval pursuant to Article 18 of the Prospectus Directive attesting that the Base Prospectus has been drawn up in accordance with the Prospectus Directive. The Issuer may also issue unlisted Mortgage Pandbrieven and/or Mortgage Pandbrieven not admitted to trading on any market. 1 The official list of participants as amended, supplemented and/or replaced from time to time can be consulted on the website of the NBB. 4 Series of Mortgage Pandbrieven to be issued under the Programme may be rated or unrated, as specified in the applicable Final Terms.
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