kick out bond 12 - broker solutions€¦ · bhp billiton plc bhp is a world-leading resources...

CAPITAL AT RISK

NOVEMBER 2018

MMPI Limited trading as Broker Solutionsis regulated by the Central Bank of Ireland. www.brokersolutions.ie

Warning: This Bond is not Capital Protected. If you invest in this Bond you can lose some or all of the money you invest.

- Potential for Capital Growth- Soft Capital Protection- Investment in Inflation stocks- Medium Term- Access to Capital During the Term- Summary Risk Indicator 6

Kick OutBond 12

Dedicated to Financial BrokersBroker Solutions serves the needs and objectives of Irish FinancialBrokers and their clients. Broker Solutions implements bestinternational practice in the creation of its Investment Solutionsdesigned specifically for Financial Brokers.

Structured InvestmentsBroker Solutions is passionate about creating the leadingand most innovative Structured Retail Products in the Irishmarket. We create a series of exciting new InvestmentSolutions for Financial Brokers and their clients every 2months.

Our Investment Strategies and Solutions are ResearchDriven. By combining the resources of our Research Teamand other leading international investment experts, ourInvestment Solutions have a strong economic andinvestment logic and represent international best practice inconstruction.

Broker Solutions operates an Open Architecture platform i.e.we work with a broad range of Irish & International Bankcounterparties. We work with high quality investment gradecounterparties when selecting partners to provide CapitalProtection or other Investment Risk Controlling or ReducingMechanisms.

We focus on providing Investment Solutions with liquidity.Where possible, we will create the provision for investors toexit their investment prior to maturity should theircircumstances change or if investment performance ishigher or lower than anticipated.

Our Investment Solutions offer a choice of:1. Investment Risk Levels: From 1 to 6.2. Investment Objectives: Capital Protection, Income, Capital Growth, Hedging Strategies etc.3. Taxation Treatment: Deposit Interest Retention Tax (DIRT), Capital Gains Tax (CGT) and Income Taxable investments.4. Asset Classes: Traditional Asset Classes such as equities, bonds and property and Alternative Asset Classes such as real estate, commodities, currencies, inflation, interest rates etc.5. Investment Techniques: Traditional Investment Techniques like long only with Alternative Investment Techniques like short selling, arbitrage, relative performance etc.

Our Investment Solutions are available to abroad range of investor types including:• Personal Investors• Pension Schemes• Post Retirement Schemes• Institutional Investors, Companies, Charities and other Not for Profit Organisations

Our Philosophy is the implementation of International Best Practicein Structured Investment Techniques for Financial Brokers and theirinvestor clients in Ireland.

www.brokersolutions.ie2

www.brokersolutions.ie 3

UNDERLYING INVESTMENTS:BHP Billiton PlcNordea Bank AbpRenault SA

POTENTIAL RETURN OF12.8%PER YEAR

5YEAR TERM

POTENTIAL FOR MATURITY AFTER

1 YEAR

POTENTIALRETURN IF

MARKETS RISEOR FALL

Soft Capital ProtectionAccess to CapitalA Rated CounterpartySummary Risk indicator 6

The Kick Out Bond 12 is an innovative new InvestmentSolution designed for investors who wish to invest in aStructured Retail Product that offers attractive potentialinvestment returns linked to the performance of 3 leadinginternational companies; and for investors seeking a risk-reducing mechanism to provide a degree of protection from normal stock market risk. The Bond issuitable as part of the process of constructing a genuinely diversified investment portfolio.

Features of the Kick Out Bond 12


1. Summary of Key Features

Warning: All of the terms outlined in this document are indicative and subject to change. The final terms will notbe known until 28 December 2018. Your Financial Broker will confirm the final terms in the Confirmation Letterissued shortly after the Issue Date on 4 January 2019. If the terms of the Bond have changed significantly on 28December 2018, your Financial Broker will contact you again requesting a new instruction to proceed with theinvestment.

Disclaimer: This document has not been reviewed, approved or otherwise endorsed by BNP Paribas or any of itsaffiliates and BNP Paribas accepts no responsibility in relation to the accuracy, completeness or adequacy of theinformation included herein. Nothing in this document should be considered to be a representation or warrantyby BNP Paribas to any person, including without limitation, any potential investor and any member of the public,regarding whether investing in the Bond described herein is suitable or advisable for such person.

• The Kick Out Bond 12 (the Bond) is an innovative new Investment Solution designed for investors who wish to invest in a Structured Retail Product that offers attractive potential investment returns linked to the performance of 3 leading international companies; and for investors seeking a risk-reducing mechanism to provide a degree of protection from normal stock market risk. The Bond is suitable as part of the process of constructing a genuinely diversified investment portfolio.

• The Underlying Investments of the Bond are 3 large companies with the potential to benefit from rising inflation as follows:

BHP Billiton Plc Nordea Bank Abp Renault SA

• Investors in the Bond have their Capital at Risk. This means that you may lose some or all of the capital invested in this Bond. Broker Solutions considers the Bond to have a Summary Risk Indicator of 6 on its risk scale.

• Investors benefit from a Soft Capital Protection feature provided by BNP Paribas. Investors will receive back their initial capital if any of the 3 shares is above its initial level at the Final Valuation Date. If all 3 shares are below their initial level and any 1 share has fallen by 50% or more at the Final Valuation Date, investors will receive the performance of the worst performing share, no matter how much it has fallen.

• The Potential Return is 12.8% after 1 year. If all 3 shares are above 80% of their initial level i.e. all 3 shares have risen or fallen in value by less than 20%, investors will receive back their initial capital and a return of 12.8%. If not, but all 3 shares are above 80% of their initial level after 18 months, investors will receive back their initial capital and a return of 19.2%. This process continues every 6 months (with the return increasing by 6.4%) until all 3 shares are above 80% of their initial level or until maturity.

• The Term is 5 years.

• The Maximum Investment Return is 64%.

• The Bond will be listed on the Luxembourg Stock Exchange.

• Daily liquidity will be provided to investors that wish to sell the Bond prior to maturity under normal market conditions and at the discretion of BNP Paribas Arbitrage SNC.

• The Minimum Investment in the Bond is €25,000.

• The Closing Date for applications is 17 December 2018.

• Taxation: Our understanding is that the potential returns will be subject to Capital Gains Tax (CGT) in the case of Personal Investors and exempt from taxation in the case of Pension and Post Retirement Investors.


2. Description of the Kick Out Bond 12

The Bond is an innovative new Investment Solution designed for investors who wish to invest in a Structured RetailProduct that offers attractive potential investment returns linked to the performance of the shares of 3 leadinginternational companies; and for investors seeking a risk-reducing mechanism to provide a degree of protection fromnormal stock market risk. The Bond is suitable as part of the process of constructing a genuinely diversified investmentportfolio.

The Bond is in the form of Preference Share linked Certificates issued under BNP Paribas Issuance B.V.'s Note, Warrantand Certificate Programme. The Issuer's Base Prospectus dated 5 June 2018 (the Base Prospectus) provides the completeterms and conditions of the Certificates. A copy of the Base Prospectus is available from your Financial Broker on request.

This Bond is in the form of a Preference Share linked Certificate involving derivatives and is therefore a complex product.Investors should not invest in this Bond without having sufficient knowledge, experience and/or without having receivedprofessional advice from their Financial Broker to make a meaningful evaluation of the merits and risks of investing in aproduct of this type, and the information contained in this document and the Base Prospectus.

2.1 Investment Rationale

The ECB has signalled that European interest rates will increase in 2019 in response to anticipated increased inflationarypressure in the Eurozone.

The following factors may put upward pressure on inflation in the US and globally:

• Increased wage pressures in Europe and in the US, with unemployment rates at economic cycle lows • Oil price upward trend, resulting in higher retail gasoline prices • US health care cost back on the rise, with reduced pressure on drug prices and slow-down of insurance coverage from the Trump administration. • China export prices rising, a consequence of higher salary demands and rising raw material prices. A big shift from previous regime of China-exported deflation

The Bond’s objective is to invest in European stocks that have the potential to benefit from rising inflation. The 3 inflationstocks were chosen from a selection of European companies which will likely benefit from the return of inflation:

1. Selection Universe: stocks from the Stoxx Europe 600 Price Index EUR2. Liquidity Filter: 150 most liquid stocks retained based on 2 equally weighted indicators: • Total option open interest score • Average volume of shares traded in the last 20 days3. Exane Outlook: stocks with a negative outlook were excluded4. Quantitative Criteria on Inflation: stocks with highest correlation of monthly returns to 2yr, 5yr and 10yr US inflation breakeven and to 10yr German inflation over the last 5 years.

The 3 inflation stocks that resulted from this stock selection process have the potential for returns greater than -20%threshold to Kick Out after 12 months or every 6 months thereafter.

The Bond’s Kick Out feature is attractive to investors who want a defined investment result if the performance of theInflation stocks is >-20% as expected.


BHP Billiton PlcBHP is a world-leading resources company. BHP extracts and process minerals, oil and gas, with more than 60,000employees and contractors, primarily in Australia and the Americas. BHP’s products are sold worldwide, with sales andmarketing led through Singapore and Houston, United States. BHP’s global headquarters are in Melbourne, Australia.BHP operates under a Dual Listed Company structure with two parent companies (BHP Billiton Limited and BHP BillitonPlc) operated as if we were a single economic entity.

Our strategy is to own and operate large, long-life, low-cost, expandable, upstream assets diversified by commodity,geography and market. We have a simple and diverse portfolio of tier one assets around the world, with low-cost optionsfor future growth and value creation. This allows us to apply our values and culture, emphasise safety and productivity,deploy technology and exert capital discipline to extract the most value and the highest returns from our assets.

Our Operating Model allows us to leverage our expertise across our business, with multifunctional teams that connectacross the organisation to share best practice, make us safer and solve problems together. We are among the world’s topproducers of major commodities, including iron ore, metallurgical coal and copper. We also have substantial interests inoil, gas and energy coal.

Source: https://www.bhp.com/our-approach/our-companyFor more information visit: https://www.bhp.com/investor-centre

Nordea Bank AbpNordea is the largest financial services group in the Nordic region and one of the biggest banks in Europe. We want tomake a real difference - for our customers and for the communities in which we operate - by sharing our broad expertisebased on 200 years in the banking business.

Through its four business areas (Personal Banking, Commercial & Business Banking, Wholesale Banking & Asset & WealthManagement), Nordea offers a broad expertise across a full range of products and services to meet private, corporate orinstitutional customer needs.

We are the leading bank in the Nordic countries and one of the biggest banks in Europe. We are represented in 17countries, operating through a number of branches, subsidiaries and representative offices. In addition to our ownnetwork, we also have cooperation agreements with banks across the globe in order to offer high-quality solutions thatmeet client’s international business needs.

Source: https://www.nordea.com/en/about-nordea/who-we-are/For more information visit: https://www.nordea.com/en/investor-relations/

Renault SAAs a means to meet the major technological challenges on the horizon and maintain its profitable growth strategy, thegroup has to rely on international development. Through Renault, Dacia, Renault Samsung Motors, Alpine and LADA. Fivebrands that fulfil the needs of their customers in different markets.

Renault-Nissan-Mitsubishi: A Unique AllianceRenault and Nissan have been strategic partners since 1999, forming a one-of-a-kind alliance in the automotive world. In2016, their strategic partnership gained strength with the integration of the Japanese car manufacturer Mitsubishi. Thefollowing year, they sold a total of 10,608,366 vehicles.

The Groupe Renault intends to address customers needs while generating growth. Market by market, from congestedmegalopolis to rural areas, from affordable passenger cars to ride hailing, robot-taxi operations, Groupe Renault buildsthe future of mobility: electric, connected and autonomous.

Source: https://group.renault.com/en/our-company/For more information visit: https://group.renault.com/en/finance-2/analysts-investors/

Back TestingWe back tested 1,304 5 year periods between 3 November 2008 and 31 October 2018. A summary of the back testingresults are as follows:

Source: Bloomberg, BNP Paribas (October 2018)

Warning: Past Performance is not a reliable guide to future performance.

Worst Return 0%

Best Return +51.20%

Average Return +14.12%

Number of times investors received negative returns 0 (0% of all 5 year periods tested)

Number of times investors received 0% return 19 (1.46% of all 5 year periods tested)

Number of times investors received positive returns 1,285 (98.54% of all 5 year periods tested)


2.2 The Target Market

Broker Solutions has targeted the Bond at Investors with characteristics indicated with a Yes (Y) in the table below:

Knowledge & ExperienceBasic Investor: Investors with one or more of the following characteristics: • Limited knowledge of the financial markets and investment instruments (a basic investor can make an informed investment decision based on the advice of a Financial Broker or other regulated Advisor). • No Investment Experience (a first time investor).

Informed Investor: Investors with one or more of the following characteristics: • Average knowledge of the financial markets and investment instruments (an informed investor can make an informed investment decision based on the advice of a Financial Broker or other regulated Advisor). • Some Investment Experience (made previous investments).

Advanced Investor: Investors with one or more of the following characteristics: • Good knowledge of the financial markets and investment instruments (an advanced investor can make an informed investment decision based on own knowledge and the advice of a Financial Broker or other regulated Advisor). • Financial Industry Experience, extensive Investment Experience (made multiple previous investments) or in receipt of discretionary portfolio management service.

Profile

YES (Y) / NO(N)

Investor Type Retail

Professional

Eligible Counterparty

Knowledge & Basic Investor

Informed Investor

Advanced Investor

Risk Tolerance Summary Risk Indicator

Ability to bear losses No Capital Loss

Limited Capital Loss

Capital at Risk

Investor Return Capital Protection

Capital Growth

Income

Other

Recommended Holding Period

Investment Term

Mandatory Early Maturity Feature

Distribution Strategy Execution Only

Investment Advice

Discretionary Managed Portfolio

TimeHorizon

Objectives

Experience

YNN

NEUTRAL

YY6NNYNYN

N/A

5 YEARS

MEDIUM

NY

Y

Y

Definitions:

Y = Yes: product is targeted atinvestors of this type, with thisknowledge & experience, risktolerance, ability to bear loss orinvestment objective.

N= No: product is not targeted atinvestors of this type, with thisknowledge & experience, risktolerance, ability to bear loss orinvestment objective.

Ability to bear lossesNo Capital Loss: 100% Capital Protected

Limited Capital Loss: Some capital can belost but losses mitigated by one or moreof the following: Partial Hard CapitalProtection (e.g. 80%, 90% or 95% CapitalProtection), A Fixed Investment Return(not performance dependent) othermitigating characteristics of a particularproduct that are described in thatproduct’s documentation.

Capital at Risk: Potential for some or allof the initial capital to be lost but lossescannot be more than the initial capitalamount invested.

The points above are not a complete listof all the considerations for eachinvestor when making a decision toinvest in this Bond. Each investor shouldconsult with their Financial Broker whowill assist in assessing if this Bond issuitable and appropriate for the investorconcerned.


SummaryBroker Solutions has targeted the Bond at investors who:• Have received advice from a Financial Broker and for whom this Bond is appropriate and suitable.• Are Retail Clients within the meaning contained in the Markets in Financial Instruments Directive II (MiFID II).• Have prior knowledge of investing in complex investments with capital at risk and/or have been advised by a Financial Broker regarding the risks and rewards of this type of Bond.• Are able to bear loss of some or all of the capital invested.• Are able to invest for the 5 year term.• Expect the Underlying Investments to achieve moderately negative to moderately positive returns during the chosen term.• Have a risk appetite consistent with the Summary Risk Indicator of 6.• Can invest a minimum of €25,000.• Understand that inflation will erode the future value of the amount invested and any investment return.• Understand that the return of the initial investment amount and any investment return is dependent on the creditworthiness of BNP Paribas and on the performance of the Underlying Investments.• Understand that the opportunity cost of an investment in this Bond is the interest foregone as a result of not placing the investment amount in an interest bearing deposit account.

Broker Solutions does not consider the Bond suitable for and has not targeted the Bond at investors who:• Have not received advice from a qualified Financial Broker firm or have little prior knowledge of investing in complex investments with capital at risk.• Are seeking an investment that is Capital Protected i.e. are not prepared to lose some or all of their original investment.• Are unable to invest for a term of 5 years.• Are seeking an income from their investment.• Cannot invest a minimum of €25,000.• Are uncomfortable that the taxation treatment of the Bond could change in the future and have an adverse effect on the return on the investment.

The points above are not a complete list of all the considerations for each investor when making a decision to investin this Bond. Each investor should consult with their Financial Broker who will assist in assessing if this Bond issuitable and appropriate for the investor concerned.


2.3 Indicative Investment Terms of the Bond

While the final terms of the Bond will not be known until 28 December 2018, based on market conditions on 24 October2018, the Bond is expected to have the following Key Investment Terms:

Indicative Key Feature Description

Certificate Issuer BNP Paribas Issuance BV

Guarantor BNP Paribas (S&P: A/Moody's: Aa3/Fitch: A+)

Redeemable Preference BNP Paribas Synergy Limited Share Linked Certificate Issuer

Calculation Agent BNP Paribas Arbitrage SNC

ISIN XS1859570555

Investment Term 5 years

Soft Capital Protection Investors will receive back their initial capital if any of the 3 shares are above their initial level on the Final Valuation Date. If all 3 shares are below their initial level and if any 1 share has fallen by 50% or more at the Final Valuation Date, investors will receive the performance of the worst performing share, no matter how much it has fallen.

Underlying Investments BHP Billiton Plc (BLT LN) Nordea Bank Abp (NDA SS) Renault SA (RNO FP)

Potential Return 12.8% after 1 year. If all 3 shares are above 80% of their initial level after 1 year, the Bond will mature early, investors will receive back their initial investment and a return of 12.8%. If not, but all 3 shares are above 80% of their initial level after 18 months, the Bond will mature early, investors will receive back their initial investment and a return of 19.2%. This process continues every 6 months with the return increasing by 6.4% for each period passed until the return condition is met (i.e. the 3 shares are above 80% of their initial level) or until the Final Valuation Date as follows: Potential return after 1 year if return condition is met on 30 December 2019: 12.8% or Potential return after 18 months if return condition is met on 29 June 2020: 19.2% or Potential return after 2 years if return condition is met on 29 December 2020: 25.6% or Potential return after 30 months if return condition is met on 28 June 2021: 32% or Potential return after 3 years if return condition is met on 29 December 2021: 38.4% or Potential return after 42 months if return condition is met on 28 June 2022: 44.8% or Potential return after 4 years if return condition is met on 28 December 2022: 51.2% or Potential return after 54 months if return condition is met on 28 June 2023: 57.6% or Potential return on Final Valuation Date if return condition is met: 64% Minimum Return 0%

Maximum Return 64%

Minimum Investment €25,000

Closing Date 17 December 2018

Strike Date 28 December 2018 Issue Date 4 January 2019

Final Valuation Date 28 December 2023

Maturity Date 4 January 2024

Listing Luxembourg Stock Exchange

Liquidity Daily, under normal market conditions and at the discretion of BNP Paribas Arbitrage SNC

Taxation Our understanding is that the potential returns will be subject to Capital Gains Tax (CGT) in the case of Personal Investors and exempt from taxation in the case of Pension and Post Retirement Investors.


Warning: All of the terms outlined in this Brochure are indicative and subject to change. The final terms will notbe known until 28 December 2018.

Warning: If you invest in this Bond you may lose some or all of the money you invest.

Warning: The value of your investment may go down as well as up.

Warning: The above information represents our understanding of the taxation treatment of the Bond but doesnot constitute tax advice. Investors should satisfy themselves independently of the taxation treatment of theBond in their particular circumstances.

Warning: Investors should satisfy themselves independently in relation to revenue reporting requirements andthe implications of non-disclosure where required.

Warning: Tax rates and the Revenue’s policy in relation to the taxation treatment of this instrument are subjectto change without notice.

2.4 Sample Return Illustration

The table below describes potential returns to investors in the Bond in example negative, neutral and positiveinvestment return conditions for investors. The Potential Returns illustrated for each yearly period assume that the Bondhas not matured at an earlier date.

Period Projected Projected Result: Projected Investment Performance of the Return to Investors Return Conditions Worst Performing Share

Year 1 Negative -22% Continue to end of 18 months Neutral -4% Investors get capital back and a return of 12.8% Positive +8% Investors get capital back and a return of 12.8%

18 months Negative -26% Continue to end of 2 years Neutral -11% Investors get capital back and a return of 19.2% Positive +25% Investors get capital back and a return of 19.2%

Year 2 Negative -12% Investors get capital back and a return of 25.6% Neutral -2% Investors get capital back and a return of 25.6% Positive +25% Investors get capital back and a return of 25.6%

30 months Negative -29% Continue to end of 3 years Neutral +3% Investors get capital back and a return of 32% Positive +15% Investors get capital back and a return of 32%

Year 3 Negative -2% Investors get capital back and a return of 38.4% Neutral +2% Investors get capital back and a return of 38.4% Positive +22% Investors get capital back and a return of 38.4%

42 months Negative -26% Continue to end of 4 years Neutral -11% Investors get capital back and a return of 44.8% Positive +25% Investors get capital back and a return of 44.8%

Year 4 Negative -28% Continue to end of 54 months Neutral -21% Continue to end of 54 months Positive +9% Investors get capital back and a return of 51.2%

54 months Negative -13% Investors get capital back and a return of 57.6% Neutral +12% Investors get capital back and a return of 57.6% Positive +36% Investors get capital back and a return of 57.6%

Final Valuation Negative -28% Investors get capital back with no return Date Neutral +40% Investors get capital back and a return of 64% Positive +125% Investors get capital back and a return of 64%

Warning: These figures are estimates only. They are not a reliable guide to the future performance of yourinvestment.





2.5 Soft Capital Protection

If the Bond has not matured early, investors will receive back their initial capital if any of the 3 shares are above theirinitial level at the Final Valuation Date. If all 3 shares are below their initial level and any 1 share has fallen by 50% ormore at the Final Valuation Date, investors will receive the performance of the worst performing share, no matter howmuch it has fallen. The table below illustrates the level of capital returned to investors in example negative, neutral andpositive investment return conditions:

Projected Investment Projected Projected Projected Projected Return Conditions at Performance Performance of the Performance of the Proportion of Final Valuation Date of the worst worst performing best performing Initial Capital performing share share on the Final share on the Final returned to during the Term Valuation Date Valuation Date the Investor

Very Negative -75% -65% -15% 35% Very Negative -75% -45% -5% 55%

Very Negative -75% -55% +5% 100%

Very Negative -65% -40% -10% 100%

Negative -20% -20% -10% 100%

Neutral -7.5% -5% +5% 100% Positive 0% +5% +25% 100%

Very Positive 0% +10% +30% 100%

Warning: These figures are estimates only. They are not a reliable guide to the future performance of yourinvestment.




2.6 Summary Risk Indicator

The Summary Risk Indicator (SRI) is a guide to the level of risk of this product compared to other products. It shows howlikely it is that the product will lose money because of movements in the markets or because BNP Paribas is not able topay the Investor. The risk indicator assumes the product is held until maturity.

We have classified this product as 6 out of 7, which is the second highest risk class:

The actual risk can vary significantly if the Investor encashes prior to maturity. Investors may not be able to sell thisproduct easily or may have to sell at a price that significantly impacts on how much the Investor gets back.

The Summary Risk Indicator of 6 rates the potential losses from future performance at a high level, and poor marketconditions are very unlikely to impact BNP Paribas’ capacity to pay you.

Investors will receive payments in the product's currency, which may be different from Investor’s domestic currency. Inthis case, be aware of currency risk. The final return Investors will get depends on the exchange rate between the twocurrencies. This risk is not considered in the indicator shown above.

531 2 6 74



Warning: The value of your investment can go down as well as up.

This product does not include any protection from future market performance so you could lose some or all of yourinvestment.

If BNP Paribas is not able to pay you what is owed, you could lose your entire investment.

For detailed information about all risks please refer to the risk sections of the Base Prospectus as specified in the section'Other relevant information' below.

2.7 Liquidity

The underlying Preference Share linked Certificates of the Bond will be listed on the Luxembourg Stock Exchange and aretradable investments (subject to the Warnings below).

BNP Paribas Arbitrage SNC endeavours to make a secondary market in the Preference Share linked Certificates, subjectto it being satisfied that normal market conditions prevail. Any prices indicated will be dependent upon factors affectingor likely to affect the value of the Certificates such as, but not limited to, the remaining time to the Maturity Date, theoutstanding principal amount, the Issuer's or, if applicable, the Guarantor's credit risk, the performance and volatility ofthe underlying asset, interest rates, exchange rates, credit spreads and any incidental costs etc. To the extent BNPParibas Arbitrage SNC holds Certificates that it can offer and subject to it being satisfied that normal market conditionsprevail, such prices will have a bid-offer spread no greater than 1%.

BNP Paribas Arbitrage SNC may determine a bid and offer price in a different manner than other market participants andprices can vary. Sometimes this variance may be substantial. BNP Paribas Arbitrage SNC may be the only market maker inthe Preference Share linked Certificates which may affect liquidity.

Therefore, investors will, in normal market conditions be able to sell the Preference Share linked Certificates at any timeduring the term. The price at which the Preference Share linked Certificates can be sold will be the open market valuedetermined by BNP Paribas Arbitrage SNC which will take fees and charges into account and can be lower than the initialamount invested.

Warning: BNP Paribas Arbitrage SNC may determine a bid and offer price in a different manner than othermarket participants and prices can vary. Sometimes this variance may be substantial. BNP Paribas ArbitrageSNC may be the only market maker in the Preference Share linked Certificate which may affect liquidity.

Warning: No representation is made as to the existence of a market for the underlying Preference Share linkedCertificates. BNP Paribas Arbitrage SNC will endeavour to make a secondary market in the Preference Sharelinked Certificates, subject to the bank being satisfied that normal market conditions prevail. Any pricesindicated will be dependent upon factors affecting or likely to affect the value of the Preference Share linkedCertificates such as, but not limited to, the remaining time to the Maturity Date, the outstanding principalamount, the Issuer's or, if applicable, the Guarantor's credit risk, the performance and volatility of theunderlying asset, interest rates, exchange rates, credit spreads, and any incidental costs etc.

Warning: Deductions for costs and charges are not made uniformly throughout the life of the product, but areloaded disproportionately onto the early period. If an investor sells the Bond prior to the end of the 5 year term,the practice of front-end loading will impact on the amount of money that the investor receives. The investormay not get back the full amount they invested.


Warning: The value of your investment can go down as well as up.


2.8 Costs & Charges

The Costs & Charges associated with the Bond are fully reflected in the terms. This means that they are built into theprice paid for the Bond.

The parties involved in the Bond are expected to receive the following indicative commissions:1. Broker Solutions: 5%.2. Financial Brokers: Out of this commission amount, Broker Solutions will pay 2.5% of the amount invested to its appointed Financial Brokers for introducing clients to the Bond.

The total indicative commission payable to the parties involved in the Bond is 5% of the amount initially invested (basedon market conditions on 24 October 2018). This commission amount will be reflected in the quoted price of the Bond ifsold prior to maturity.

Broker Solutions pays Merrion Stockbrokers Limited’s Account Opening, execution and safe custody fees from itscommission.

Pension and Post Retirement investors via a Friends First Self-Directed Plan will have a transaction fee of €75 deductedfrom their plan when investing in the Bond.

Key Information Document Costs IllustrationThe Reduction in Yield (RIY) shows what impact the total costs you pay will have on the investment return you might get. The total costs take into account the BNP Paribas fees, one-off, ongoing and incidental costs.

Costs over timeThe amounts shown here are the cumulative costs of the product itself, for three different holding periods. They includepotential early exit penalties. The figures assume you invest €10,000. The figures are estimates and may change in the future:

Investment €10,000

Composition of CostsThe table below shows: • the impact each year of the different types of costs on the investment return you might get at the end of the recommended holding period; • the meaning of the different cost categories.

Warning: Deductions for costs and charges are not made uniformly throughout the life of the Bond, but areloaded disproportionately onto the early period. If an investor sells the Bond prior to the end of the 5 year term,the practice of front-end loading will impact on the amount of money that the investor receives. The investormay not get back the full amount they invested or the amount Capital Protected if held to maturity.

Scenarios If you cash in after 1 year If you cash in after 3 years If you cash in at maturity

Total costs €880.61 €813.51 €800.32Impact on return (RIY) per year 8.81% 2.64% 1.55%

This table shows the impact on return per year

One-off costs Entry costs 1.55% The impact of the costs you pay already included in the price. Exit costs 0.00% The impact of the costs of exiting your investment when it matures.Ongoing costs Portfolio transaction costs 0.00% The impact of the costs of us buying and selling underlying investments for the product Other ongoing costs 0.00% The impact of the costs that we take each year for managing your investment.Incidental costs Performance fees 0.00% The impact of the performance fees. We take these from your investment if the product outperforms the benchmark. Carried interests 0.00% The impact of the carried interests.

2.9 What happens if I die before the Bond Matures?

In the event of death of a sole investor or a surviving joint investor, the Bond may be held by the administrators of theestate until maturity. Alternatively, the Bond may be sold prior to maturity, subject to normal probate regulations, at itsrealisable value which may be lower than the original amount invested and lower than the Soft Capital Protectedamount. The proceeds from the sale of the Bond as a result of death will be paid to your Merrion Stockbrokers LimitedAccount or in the case of an insured pension or post retirement investor, to the investing life company.


Warning: Deductions for costs and charges are not made uniformly throughout the life of the Bond, but areloaded disproportionately onto the early period. If an investor sells the Bond prior to the end of the 5 year termas a result of death, the practice of front-end loading will impact on the amount of money that the investorreceives back. The investor may not get back the full amount they invested.

2.10 Taxation

It is our understanding that the potential return will be subject to Capital Gains Tax (CGT) in the case of Personal Investorsand exempt from taxation in the case of Pension and Post Retirement Investors. However, the taxation treatment of theBond will be based on Revenue’s policy at the time of the realising of any gain and on the individual circumstances ofeach investor.

2.11 Administrative Process

All of the Key Features outlined in this document are indicative and the final investment terms will not be known until 28December 2018. Investors will be advised of the final terms in the Confirmation Certificate issued within 5 business daysof the Issue Date on 4 January 2019. Your investment will only proceed if the Potential Return every year is at or above11.5%.

The Bond has been designed for Personal, Pension and Post Retirement Investors. Pension and Post Retirement Investorscan invest via the following types of schemes:-• Self-Directed Insured Pension Schemes (via Friends First).• Self-Directed Insured Approved Retirement Funds (ARFs) and Approved Minimum Retirement Funds (AMRFs) (via Friends First).• Small Self-Administered Pension Schemes (SSAPs).• Self-Administered ARFs and AMRFs.• Self-Administered PRSAs.• Self-Invested or Self-Directed Insured PRSAs.• Self-Invested or Self-Directed Insured Buy out Bonds.

Investors in the Bond must invest via a Merrion Stockbrokers Limited (Merrion) Account (except investors via insuredpension arrangements). Investors must complete and sign the Application Form below.

Your Financial Broker will assist you in completing your Application Form and in submitting the required documentation.

Warning: The above information represents our understanding of the taxation treatment of the Bond but doesnot constitute tax advice. Investors should satisfy themselves independently of the taxation treatment of theBond in their particular circumstances.

Warning: Investors should satisfy themselves independently in relation to revenue reporting requirements andthe implications of non-disclosure where required.

Warning: Tax rates and the Revenue’s policy in relation to the taxation treatment of this instrument are subjectto change without notice.

How to proceed: 1. Please read this Brochure, the Base Prospectus and the CAKID and Terms & Conditions of the Merrion Stockbrokers Account 2. Decide how much you wish to invest. 3. Complete the attached Application Form and submit it to your Financial Broker with your cheque/confirmation of your transfer and any other required documentation by 17 December 2018. 4. Your Financial Broker will forward your Application Form, payment details and certified proof of your Identity, Address and PPS number to Broker Solutions for processing.

Cheques should be made payable to Merrion Stockbrokers Limited.

Following the progress of your investment in the Bond Broker Solutions will provide regular updates on the performance of the Bond to your Financial Broker. Your Financial Broker will therefore be in a position to update you and advise you in relation to your investment during the 5 year term and at maturity.


Complaints ProcedureBroker Solutions aims to provide a friendly and efficient service to its customers and it is our policy to ensure thatall your concerns are dealt with promptly. If you have any complaint, please contact your Financial Broker in the first instance or, alternatively, the Head of Product Development, Broker Solutions, 4 The Concourse, BeaconCourt, Sandyford, D18 X4A4. Telephone 01-213 5755.

If you are dissatisfied with the outcome of our efforts to resolve your complaint you may refer your complaint to:The Financial Services and Pensions Ombudsman, 3rd Floor, Lincoln House, Lincoln Place, Dublin 2.Lo Call: 1890 88 20 90 Telephone: (01) 6620899 Fax: (01) 6620890Email: [email protected]

2.12 The Parties Involved

Product Provider:Broker Solutions4 The ConcourseBeacon CourtSandyfordD18 X4A4

MMPI Limited trading as Broker Solutions is regulated by the Central Bank of Ireland.

Data ProtectionYour Information: The details provided in this application form, together with any other information that is furnished toBroker Solutions/Merrion in connection with this application or your account (“Information”), will be retained andprocessed by Broker Solutions and Merrion for the following purposes:-• processing and assessing the application(s);• opening and administrating your account with Merrion;• verifying the Information and otherwise meeting our legal and compliance obligations (which include those relating to the prevention of money laundering, financing of terrorism and fraud);• quality control and group reporting and management; and• if you have consented, for marketing purposes.

Disclosures: We may disclose Information in the following circumstances:-• to Broker Solutions’ or Merrion’s agents, advisers, service providers and contractors for the above purposes;• to other persons connected with your account (e.g. company directors, partners, etc.) and to your financial advisers or other intermediaries;• in the context of a sale of our business; or• where we are required by any regulatory body, law enforcement agency, court or other legal process.

Electronic Communications and Phone Calls: Your Information will be processed, recorded and retained by BrokerSolutions and Merrion in electronic form. You agree that Broker Solutions and Merrion may communicate with youelectronically in relation to your accounts, and that they may rely on such electronic communications, records, originalsand documents in any dealing with you. We may monitor and record telephone calls made to and from Broker Solutionsor Merrion for fraud and crime prevention, to assist in improving customer services, to evidence instructions or toprevent or resolve disputes.

Sensitive Data Consent: Sensitive personal data (such as health or criminal conviction data) will be obtained andadministered only where necessary to process your application or account.

Right of Access: You have the right to receive a copy of all personal data (within the meaning of the Data Protection Acts1988 and 2003) relating to you which is held by Broker Solutions or Merrion following a written request (for which a smallfee will be charged) and to have any inaccuracies in your personal data corrected. You may be required to provide BrokerSolutions or Merrion with sufficient information to verify your identity and locate your data.

By signing the application form you confirm that you consent to the use of the Information in the manner describedabove and, if applicable, that you have obtained the consent of all other persons identified in the form or associated withthe application.

For more information, please visit: www.dataprotection.ie/viewdoc.asp?DocID=4


2.13 About BNP Paribas

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3. General Risk Warnings

Warning: If BNP Paribas defaults or goes bankrupt you may lose some or all of your investment and becauseyou are investing in Preference Share linked Certificates issued by BNP Paribas Issuance BV and not a bankdeposit, you will not be eligible for compensation under any Deposit Guarantee or Deposit CompensationScheme.

Warning: This Bond is not Capital Protected. If you invest in this Bond you can lose some or all of the moneyyou invest.

Warning: Investors will benefit from the Potential Return if the predefined return condition is met. Investorswill not benefit from any additional positive investment performance generated by the UnderlyingInvestments over and above the Potential Return levels provided in advance. Investors will not benefit fromany dividends on the Underlying Investments.

Warning: The Preference Share linked Certificates underlying the Bond are a debt obligation of BNP Paribasand all payments on the Preference Share linked Certificates, including the repayment of principal, are subjectto the credit risk of BNP Paribas. Credit ratings can be a useful way to compare the credit risk associated withdifferent product providers and related investments. Credit ratings are assigned by independent companiesknown as ratings agencies and reviewed regularly. The guarantor, BNP Paribas’ long term credit rating as at 24October 2018 is Aa3 from Moody’s (its equivalent rating by Standard and Poor’s is A and from Fitch is A+). Youshould note that Moody’s rate companies from Aaa (Most Secure/Best) to C (Most Risky/ Worst), while Standard& Poor’s and Fitch rate companies from AAA (Most Secure/Best) to D (Most Risky/ Worst). Each of Moody’s,Standard & Poor’s and Fitch are independent ratings agencies. These credit ratings are reviewed on a regularbasis and are subject to change by these agencies.

Warning: The Bond is for Distribution by way of a Public Offer in the Republic of Ireland only.

Warning: Investors in the Bond will not benefit from dividends or coupons from the Underlying Investmentsand do not directly invest in the Indices.

Warning: The Underlying Investments can be volatile.

Warning: Investors should not read this document alone but should also read the associated prospectus whichis obtainable from your Financial Broker where the Terms & Conditions and a full list of Warnings are provided.

Warning: Neither Broker Solutions or BNP Paribas has provided any financial, legal, regulatory, tax, accountingor investment advice nor does Broker Solutions or BNP Paribas accept any responsibility for the appropriate-ness or suitability of the Bond for any investor.

Warning: This Bond is in the form of a Certificate involving derivatives and is therefore a complex product.Investors should not invest in this Bond without having sufficient knowledge, experience and professionaladvice from their Financial Broker to make a meaningful evaluation of the merits and risks of investing in aproduct of this type, and the information contained in this document and the Base Prospectus.

Warning: This document is not considered to be an assessment of the suitability or appropriateness for anyone investor or group of investors. The suitability or appropriateness of this product to your investmentexperience, investment objectives or risk profile should be discussed with your Financial Broker before anyinvestment in this Bond is made.

Warning: This product may be affected by changes in currency exchange rates.

Potential investors are urged to consult with their legal, regulatory, investment, accounting, tax and otheradvisors with regard to any proposed or actual investment in the Bond and to review the Base Prospectus.

Please see the Base Prospectus together with the Final Terms for a full detailed description of the Bond and inparticular, please review the Risk Factors associated with this Bond.

The Bond is for distribution by way of a Public Offering in the Republic of Ireland. This Brochure is for theexclusive use of investors categorised as retail clients within the meaning contained in the Markets in FinancialInstruments Directive (MiFID II).


4 The Concourse, Beacon Court,Sandyford, D18 X4A4

www.brokersolutions.ie

MMPI Limited trading as Broker Solutions is regulated by the Central Bank of Ireland.

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