R.C.S. Luxembourg: B 24 784
19, rue Eugène Ruppert
L-2453 Luxembourg
Annual report 2024:
Audited annual accounts
for the year ended
31 December 2024 and
report of the
Réviseur d’entreprises agréé
BNP Paribas Fortis Funding
TABLE OF CONTENTS
Page
REPORT OF THE REVISEUR D’ENTREPRISES AGREE
1 - 5
REPORT FROM THE BOARD OF DIRECTORS
6 - 19
ANNUAL ACCOUNTS
- Balance sheet
20
- Profit and loss account
21
- Notes to the annual accounts
22 - 36
- 1 -
To the shareholders of
BNP Paribas Fortis Funding S.A.
19, rue Eugène Ruppert
L-2453 Luxembourg
REPORT OF THE REVISEUR D’ENTREPRISES AGREE
Report on the Audit of the Annual Accounts
Opinion
We have audited the annual accounts of BNP Paribas Fortis Funding S.A. (the “Company”), which comprise the
balance sheet as at 31 December 2024, and the profit and loss account for the year then ended, and notes to the
annual accounts, including a summary of significant accounting policies.
In our opinion, the accompanying annual accounts give a true and fair view of the financial position of BNP Paribas
Fortis Funding S.A. as at 31 December 2024, and of the results of its operations for the year then ended in
accordance with Luxembourg legal and regulatory requirements relating to the preparation and presentation of the
annual accounts.
Basis for Opinion
We conducted our audit in accordance with the EU Regulation N° 537/2014, the Law of 23 July 2016 on the audit
profession (Law of 23 July 2016) and with International Standards on Auditing (ISAs) as adopted for Luxembourg by
the Commission de Surveillance du Secteur Financier (CSSF). Our responsibilities under the EU Regulation
N° 537/2014, the Law of 23 July 2016 and ISAs as adopted for Luxembourg by the CSSF are further described in the
“Responsibilities of the réviseur d’entreprises agréé for the Audit of the Annual Accounts” section of our report. We
are also independent of the Company in accordance with the International Code of Ethics for Professional
Accountants, including International Independence Standards, issued by the International Ethics Standards Board for
Accountants (IESBA Code) as adopted for Luxembourg by the CSSF together with the ethical requirements that are
relevant to our audit of the annual accounts, and have fulfilled our other ethical responsibilities under those ethical
requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
- 2 -
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
annual accounts of the current period. These matters were addressed in the context of the audit of the annual
accounts as whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key Audit Matter
How the matter was addressed in our audit
Existence and potential impairment of loans to affiliated undertakings and investments held as fixed assets
The activity of the Company mainly consists in
reinvesting proceeds collected from the issuance of
debt securities in loans to affiliated undertakings and
investments held as fixed assets as detailed in notes 4
and 5 to the annual accounts. In this context, we have
assessed the risk related to existence and to the
potential impairment of these assets as a key audit
matter.
Our audit procedures focused on the following
elements:
• assessing the design and implementation of
internal controls especially reconciliation
processes;
• performing a direct confirmation process for all
loans to affiliated undertakings and investments
held as fixed assets;
• collecting evidence about the credit quality of the
counterparty.
Other information
The Board of Directors is responsible for the other information. The other information comprises the information
included in the management report but does not include the annual accounts and our report of the réviseur
d’entreprises agréé thereon.
Our opinion on the annual accounts does not cover the other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the annual accounts, our responsibility is to read the other information and, in doing
so, consider whether the other information is materially inconsistent with the annual accounts or our knowledge
obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we
concluded that there is a material misstatement of this other information, we are required to report this fact. We
have nothing to report in this regard.
- 3 -
Responsibilities of the Board of Directors and Those Charged with Governance for the Annual Accounts
The Board of Directors is responsible for the preparation and fair presentation of these annual accounts in
accordance with Luxembourg legal and regulatory requirements relating to the preparation and presentation of the
annual accounts, and for such internal control as the Board of Directors determines is necessary to enable the
preparation of annual accounts that are free from material misstatement, whether due to fraud or error.
In preparing the annual accounts, the Board of Directors is responsible for assessing the Company’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern
basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or
has no realistic alternative but to do so.
The Board of Directors is responsible for presenting the annual accounts in compliance with the requirements set out
in the Delegated Regulation 2019/815 on European Single Electronic Format as amended (the “ESEF Regulation”).
Responsibilities of the réviseur d’entreprises agréé for the Audit of the Annual Accounts
The objectives of our audit are to obtain a reasonable assurance about whether the annual accounts as a whole are
free from material misstatement, whether due to fraud or error, and to issue a report of the “réviseur d’entreprises
agréé” that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit conducted in accordance with the EU Regulation N°537/2014, the Law of 23 July 2016 and with ISAs as adopted
for Luxembourg by the CSSF will always detect a material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of these annual accounts.
As part of an audit in accordance with the EU Regulation N° 537/2014, the Law of 23 July 2016 and with ISAs as
adopted for Luxembourg by the CSSF, we exercise professional judgment and maintain professional skepticism
throughout the audit. We also:
• Identify and assess the risks of material misstatement of the annual accounts, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from
fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
Company’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by the Board of Directors.
- 4 -
• Conclude on the appropriateness of Board of Directors’ use of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may
cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our report of the réviseur d’entreprises agréé to the
related disclosures in the annual accounts or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of our report of the réviseur d’entreprises
agréé. However, future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the annual accounts, including the disclosures, and
whether the annual accounts represent the underlying transactions and events in a manner that achieves fair
presentation.
Our responsibility is also to assess whether the financial statements have been prepared in all material respects with
the requirements laid down in the ESEF Regulation.
We communicate with those charged with governance regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of
most significance in the audit of the annual accounts of the current period and are therefore the key audit matters.
We describe these matters in our report unless law or regulation precludes public disclosure about the matter.
Report on Other Legal and Regulatory Requirements
We have been appointed as réviseur d’entreprises agréé by the Annual General Meeting of the Company on April 20,
2022 and the duration of our uninterrupted engagement, including previous renewals and reappointments, is 12
years.
The management report, which is the responsibility of the Board of Directors, is consistent with the annual accounts
and has been prepared in accordance with applicable legal requirements.
The Corporate Governance Statement is included in the management report. The information required by Article
68ter paragraph (1) letters c) and d) of the law of 19 December 2002 on the commercial and companies register and
- 5 -
on the accounting records and annual accounts of undertakings, as amended, is consistent with the annual accounts
and has been prepared in accordance with applicable legal requirements.
We have checked the compliance of the annual accounts of the Company as at 31 December 2024, with the relevant
statutory requirements set out in the ESEF Regulation that are applicable to annual accounts.
For the Company, it relates to the annual accounts prepared in a valid xHTML format.
In our opinion, the annual accounts of the Company as at 31 December 2024, identified as “BP2F 31.12.2024”, have
been prepared, in all material respects, in compliance with the requirements laid down in the ESEF Regulation.
We confirm that the prohibited non-audit services referred to in the EU Regulation N° 537/2014 were not provided
and that we remained independent of the Company in conducting the audit.
For Deloitte Audit, Cabinet de révision agréé
Martin Flaunet, Réviseur d’entreprises agréé
Partner
March 21, 2025
BNP Paribas Fortis Funding
Public limited company
Registered office: L-2453 Luxembourg, 19, rue Eugène Ruppert
R.C.S. Luxembourg B 24 784
(hereinafter referred to as the “Company”)
- 6 -
Report from the Board of Directors
Dear Sirs,
We are pleased to submit to you for approval, the annual accounts for the financial year ended
31 December 2024.
As at 31 December 2024, the total balance sheet amounts to EUR 3,453,412,482.87 compared
to EUR 2,119,075,036.20 as at 31 December 2023.
The Company issued securities (amongst which retail offers to the public in Belgium and in
the Grand-Duchy in Luxembourg) which are split as follows:
Fixed interest rates notes
Floating rates notes
Variable coupon notes
Variable redemption notes Index
Linked
Variable redemption notes Other
TOTAL
The amounts presented above represent the nominal in counter value EUR of the issuances.
The accrued interest payable linked to these issuances amount to EUR 17,313,588.37
(31 December 2023: 15,690,464.62).
During the year 2024, the Company issued several securities and faced several redemptions and
reductions (buy-backs and call notes) as follows:
BNP Paribas Fortis Funding
Public limited company
Registered office: L-2453 Luxembourg, 19, rue Eugène Ruppert
R.C.S. Luxembourg B 24 784
(hereinafter referred to as the “Company”)
- 7 -
Type of product
New Issues
Redemptions/Reductions
Foreign exchange by
category
Total
Number
Ccy
In Euro
Number
Ccy
In Euro
In Euro
In Euro
Fixed interest rate notes
19
EUR
1,467,654,000.00
1
EUR
-5,000,000.00
Total
19
1,467,654,000.00
1
-5,000,000.00
0.00
1,462,654,000.00
Variable coupon notes
3
EUR
-87,091,000.00
2
USD
-12,729,845.35
Total
0
0.00
5
-99,820,845.35
-629,089.33
-100,449,934.68
Index linked notes
1
AUD
-2,006,414.93
2
EUR
-24,098,000.00
3
USD
-5,754,573.48
Total
0
0.00
6
-31,858,988.41
2,630,708.54
-29,228,279.87
Other
1
USD
-3,876,747.38
Total
0
0.00
1
-3,876,747.38
-212,098.26
-4,088,845.64
TOTAL GENERAL
19
1,467,654,000.00
13
-140,556,581.14
1,789,520.95
1,328,886,939.81
BNP Paribas Fortis Funding
Public limited company
Registered office: L-2453 Luxembourg, 19, rue Eugène Ruppert
R.C.S. Luxembourg B 24 784
(hereinafter referred to as the “Company”)
- 8 -
As at 31 December 2024 the Company shows a profit amounting to EUR 478,001.84
compared to a profit amounting to EUR 430,557.93 for the year 2023 which is
summarized as below:
In EUR
31 December 2024
31 December 2023
Interests margin
1,540,780.96
1,343,145.65
Adjustment interest received
356,885.55
496,976.79
Exchange result
1,013.35
1,236.15
Amortization fees
20.26
-291.74
Taxes
-173,215.16
-165,874.17
Operational expenses
-1,725,151.37
-1,672,838.58
Other financial expenses
-1,159,307.95
-184,037.03
Operational income
69,297.79
0.00
Other financial income
1,567,678.41
612,240.86
Total
478,001.84
430,557.93
The increase in profit is mainly explained by the following elements:
1) Increase of the interest margin amounting to EUR 1,540,780.96 in 2024 against EUR
1,343,145.65 in 2023; this variation is mainly due an increase of new issuances during
the 4
th
quarter 2024.
2) The amount of adjustment on interest received is related to an agreement with BNP
Paribas Fortis in which there is a comparison with the interest margin and the
operational expenses:
a. When the interest margin for the observed year is lower than 110% of
operational expenses for that year, BNP Paribas Fortis agrees and undertakes
to pay the difference to the Company.
b. When the interest margin for the observed year is higher than 110% of the
operational expenses for that year, the Company agrees and undertakes to
reimburse the difference to BNP Paribas Fortis.
3) Decrease of the expenses relating to bond issuances as follows (**):
In EUR
31 December 2024
31 December 2023
Amortization of expenses related to
bond issues
-21,333.41
-20,336.99
Amortization of syndication
commissions
-1,813,046.09
-2,226,772.56
Total
-1,834,379.50
-2,247,109.55
The expenses are amortized over the life of the corresponding security’s issuance.
BNP Paribas Fortis Funding
Public limited company
Registered office: L-2453 Luxembourg, 19, rue Eugène Ruppert
R.C.S. Luxembourg B 24 784
(hereinafter referred to as the “Company”)
- 9 -
4) Increase of the net amortization of the upfront fees received as follows (*):
In EUR
31 December 2024
31 December 2023
Amortization of upfront fees received
21,376.09
20,053.03
Total
21,376.09
20,053.03
The upfront fees are amortized over the life of the corresponding security’s issuance.
Furthermore, for the upfront fees received the residual life of the corresponding security’s
issuance is longer than for the upfront fees paid.
5) Decrease of the amortization of the premiums received on borrowings as follows
(**):
In EUR
31 December 2024
31 December 2023
Amortization of premium received on
borrowings
1,813,046.09
2,226,772.56
Total
1,813,046.09
2,226,772.56
6) Amortization on break up fees related to early termination of some loans and
amortization on premium above/under par on bonds purchased from BNP Paribas
Fortis - Belgium.
These amortizations started in August 2017 and are booked over the life of the
corresponding bond issuance.
7) Increase of the taxes expenses amounting to EUR 173,215.16 in 2024 against EUR
165,874.17 in 2023 (as the profit is higher in 2024).
In EUR
31 December 2024
31 December 2023
Amortization of break up fees on loans
gain
2,893,957.03
3,531,370.21
Amortization of break up fees on loans
losss
-41,912.01
-41,797.50
Amortization of premium under par on
bonds purchased
41,956.71
41,842.08
Amortization of premium above par on
bonds purchased
-2,894,024.15
-3,531,422.57
Total
-22.42
-7.78
BNP Paribas Fortis Funding
Public limited company
Registered office: L-2453 Luxembourg, 19, rue Eugène Ruppert
R.C.S. Luxembourg B 24 784
(hereinafter referred to as the “Company”)
- 10 -
8) Increase of operational income to EUR 69,297.79 as of December 31, 2024, related
to interest on bank term deposits. The Company executed bank term deposits with
BGL BNP Paribas from April 2024.
9) The net variation of other financial expenses and income is mainly explained by the
payout at redemption above and below par for several issuances from the period
ended December 31, 2024 and the period ended December 31, 2023.
Moreover, as from 31 December 2017, prescriptions of funds - prescriptions elapsed
and for which the cash balance not claimed by the investors within the legally
described timeframe are reimbursed to the Company by the paying agent — are
amortized.
When received, they are booked in balance sheet under the caption "Other creditors"
and are amortized over 5 years.
Amortization amounts to EUR 379,570.31 in 2024 against EUR 401,002.74 in 2023.
* Historically when concluding a derivative on an equity linked product, the Company used to receive an Upfront fee on the IRS
and used to pay an Option premium on the equity component of the hedge. Point 4) above relates to the amortization of such
upfront fee received (for most of the case).
** Upon issuance, the client paid a premium over par (most of the time) which is used to cover the syndication / distribution costs
(until 2017). Point 3) above relates to the amortization of such premium (syndication commission) paid to syndication and
point 5) above relates to the amortization of such premium received by BP2F (premium received on borrowings).
BNP Paribas Fortis Funding
Public limited company
Registered office: L-2453 Luxembourg, 19, rue Eugène Ruppert
R.C.S. Luxembourg B 24 784
(hereinafter referred to as the “Company”)
- 11 -
The Board of Directors decides to propose to the Shareholders’ General Meeting the following allocation:
Share premium
Legal
Other
Profit brought
account
reserve
reserves
forward
EUR
EUR
EUR
EUR
Balance as at December 31, 2024
1,500,000.00
50,000.00
571,050.00
1,313,910.02
Profit for year ended 2024
-
-
-
478,001.84
Transfer of the 2020 special reserve to profit brought forward
-
-
(120,500.00)
120,500.00
Allocation to the special reserve related to the net wealth tax 2025
-
-
110,300.00
(110,300.00)
Dividends
-
-
-
(488,000.00)
Balance after allocation
1,500,000.00
50,000.00
560,850.00
1,314,111.86
BNP Paribas Fortis Funding
Public limited company
Registered office: L-2453 Luxembourg, 19, rue Eugène Ruppert
R.C.S. Luxembourg B 24 784
(hereinafter referred to as the “Company”)
- 12 -
The profit for the year amounts to EUR 478,001.84.
The result to be carried forward will amount to EUR 201,84 and is composed of
the following:
- The release of an amount of EUR 120,500.00 from the reserve 2020 for the
net wealth tax.
- The crediting of the reserve 2024 for the net wealth tax for an amount of
EUR 110,300.00 (22,060.00*5).
- The dividends to distribute for EUR 488,000.00.
- The result of the year for EUR 478,001.84.
Reporting obligations
The Company fulfils its reporting obligations towards the local authorities and,
with regard to the law of 11 January 2008 (as supplemented or amended from
time to time) on transparency requirements for issuers of securities (the
“Transparency Law”), the Company has signed in 2009 an agreement for OAM
(Officially Appointed Mechanism) with BNP Paribas, Succursale de
Luxembourg.
Pursuant to Regulation (EU) 648/2012 on OTC derivatives, central
counterparties and trades repositories, as amended or restated from time to time,
and in particular by the Regulation (EU) 2019/834 of 20 May 2019 (the “EMIR
regulation”), the Company is to be considered as Non-Financial Counterparty
below the clearing threshold (NFC-).
It has to be noted that the Company doesn’t provide post issuance information
to the investors of its notes.
Main inherent risks
The Board of Directors will also give below a general overview of the main
inherent risks faced by BNP Paribas Fortis Funding and of the relevant
mitigating factors. This overview is given as of the date of this report. The risks
applicable to BNP Paribas Fortis Funding and the corresponding risk
management methods can change from time to time.
The main inherent risks faced by BNP Paribas Fortis Funding can be broken
down into the following categories:
BNP Paribas Fortis Funding
Public limited company
Registered office: L-2453 Luxembourg, 19, rue Eugène Ruppert
R.C.S. Luxembourg B 24 784
(hereinafter referred to as the “Company”)
- 13 -
1) Operational risk:
The operational risk is the risk of loss resulting from inadequate or failed internal
processes or systems, human error, external events or changes in the competitive
environment that damage the franchise or operating economics of a business.
From September 2023, the Company hired a part time external director acting as
the CEO of the Company.
Before deciding on the issuance of any debt securities, each Director shall
comply with the terms of paragraphs 1 and 2 of Article 441-7 of the Luxembourg
Law on commercial companies dated 10 August 1915, as amended, and as
coordinated by the Grand-Ducal regulation dated 5 December 2017 (the “1915
Law”), providing that:
“Any director having an interest in a transaction submitted for approval of the
Board of Directors conflicting with that of the Company, shall be obliged to
advise the Board thereof and to cause a record of his statement to be included in
the minutes of the meeting. He may not take part in these deliberations.
At the next following general meeting, before any other resolution is put to vote,
a special report shall be made on any transactions in which any of the directors
may have had an interest conflicting with that of the Company.”
BNP Paribas Fortis Funding publishes from time to time (base) prospectuses to
offer, place or/and list securities within the framework of its business activity as
foreseen in its article of association.
As required by the Luxembourg law on prospectuses and the relevant regulations
as the case maybe, the Company takes responsibility for the information
contained in these prospectuses (with the limitations specified in these ones).
The base prospectus of the euro medium term note programme (EMTN) of the
Company (as supplemented from time to time) was updated and approved by the
Commission de Surveillance du Secteur Financier in Luxembourg on May 30,
2024 in order to comply with the Prospectus Regulation (EU) 2017/2019 (as
amended).
The EMTN programme of the Company is mainly used to launch plain vanilla
and fixed income products.
The Company also acts as issuer (with BNP Paribas Fortis as guarantor) under
the base prospectus dated May 30, 2024 (as supplemented) in respect of the
issuance of unsubordinated notes under the note, warrant and certificate
programme of BNP Paribas Issuance B.V., BNP Paribas and BNP Paribas Fortis
Funding. That base prospectus has been approved by the French Autorité des
Marchés financiers (the “AMF”) in compliance with the Prospectus Regulation
(EU) 2017/2019 (as amended).
The base prospectuses of the Company are published on its website (the
distribution of these documents being restricted by law).
BNP Paribas Fortis Funding
Public limited company
Registered office: L-2453 Luxembourg, 19, rue Eugène Ruppert
R.C.S. Luxembourg B 24 784
(hereinafter referred to as the “Company”)
- 14 -
2) Legal risk:
In case of any potential legal risk (e.g. license requested by a sponsor of an index,
claim received from a noteholder or an investor), the Company will request
professional legal advice if it is required by an executive manager of the
Company or by one member of the Board of Directors.
The Luxembourg prospectus law contains administrative sanctions in case of
breach. As the Company also makes offers to the public in other jurisdictions, it
may be exposed to the penal or/and administrative sanctions foreseen in the
relevant local prospectus law or/and in other relevant local rules or regulations.
3) Tax risk:
In case of any potential tax risk, the Company requests advices from the tax
specialists of its parent company and advices from an external tax advisor if it is
required by one member of the Board of Directors.
4) Financial risk:
It encompasses two types of risk: credit risk and market risk as defined below:
• Credit risk is the risk that a borrower or counterparty will no longer be able
to repay its debt;
• Market risk refers to the potential loss resulting from unfavourable market
movements, which can arise from trading or holding positions in financial
instruments.
Within the framework of the funding operations, BNP Paribas Fortis Funding
hedges with BNP Paribas Fortis, BNP Paribas Financial Markets (formerly BNP
Paribas Arbitrage S.N.C.) and with BNP Paribas its exposures to various types
of risks by using common OTC/derivatives instruments such as swaps and
options from the issue date or strike date of each funding operation, for all the
duration of such funding operation, and for the full amount of the related funding
operation. As a general rule, the documentation of a derivative transaction of the
Company shall refer to the documentation of the related funding transaction (the
documentation of the related notes prevailing in case of discrepancy with the
swap). Therefore, the structure of each funding operation matches with the
various related hedging transactions in terms of economics and in terms of
documentation.
BNP Paribas Fortis Funding
Public limited company
Registered office: L-2453 Luxembourg, 19, rue Eugène Ruppert
R.C.S. Luxembourg B 24 784
(hereinafter referred to as the “Company”)
- 15 -
Nevertheless, when the Company enters into a derivative transaction with a view
to hedging the issuance of the notes, an exact match between the terms of the
Notes and the terms of the derivative transaction to hedge the exposure of the
Company under the notes is impracticable. Where the hedge is governed by an
ISDA Master Agreement, there may be events, such as illegality affecting the
ability of one of the parties to perform its obligations under the hedge or various
party specific defaults events, which may not be reflected exactly in the terms of
the notes, and which could result in the hedge being terminated early, but with
the notes remaining outstanding. Similarly, changes in tax treatment could affect
the hedge but not the notes or vice versa. Therefore, the provision in a derivative
confirmation stating that the documentation of the related notes prevails in case
of discrepancy with the swap is only a way for the Company to mitigate the risk
of mismatch (but doesn’t enable to remove the risk entirely).
BNP Paribas Fortis Funding is currently only exposed to a credit and
counterparty risk (i) on BNP Paribas Fortis (as hedging counterpart and as
borrower under the loans granted by the Company and as issuer of the bonds
purchased by the Company), and (ii) on BNP Paribas Financial Markets
(formerly BNP Paribas Arbitrage S.N.C.) and BNP Paribas (as hedging
counterparts).
To avoid exposure to a credit risk on the paying agent, BNP Paribas, Succursale
de Luxembourg, under its debt issuance Programmes (EMTN and NWC), BNP
Paribas Fortis Funding has followed the market practice and has included a
wording in the documentation of its debt issuance programmes to be discharged
from its payment obligations towards the noteholders as soon as the payments
have been made on time to the relevant principal paying agent.
For the avoidance of any doubt, BNP Paribas Fortis Funding does not hold a
trading portfolio and is then not exposed to a trading risk, i.e. in case of changes
in the market pricey of positions held in capital market instruments.
5) Liquidity risk:
The liquidity risk is the risk that BNP Paribas Fortis Funding, though solvent,
either does not have sufficient financial resources available to meet its
obligations when they fall due or can secure or sell its assets only at excessive
cost.
This risk is mitigated by the Board that follows the Liquidity Risk Policy
published by the parent company of BNP Paribas Fortis Funding by applying it
to the Company. Such policy explicitly mentions that the bank must maintain
sufficient cash and liquid assets to meet its current and future financial
obligations at all times, in normal and in stressed circumstances, for all its
banking and financial activities, including special purpose vehicles and all legal
entities.
BNP Paribas Fortis Funding
Public limited company
Registered office: L-2453 Luxembourg, 19, rue Eugène Ruppert
R.C.S. Luxembourg B 24 784
(hereinafter referred to as the “Company”)
- 16 -
6) Settlement risk:
BNP Paribas Fortis Funding is responsible for the cash management on a daily
basis by monitoring the cash balances of the Company. Furthermore, the
Company has implemented a payment procedure approved by the Board of
Directors and agreed by BGL BNP Paribas S.A. acting as account bank of the
Company.
A contract and a convention for Multiline were signed in January 2015 between
the Company and BGL BNP Paribas and the Company began to use this
electronic payment tool from beginning of February 2015.
Information to be sent to the parent company
BNP Paribas Fortis Funding is a subsidiary of BNP Paribas Fortis. BNP Paribas
Fortis is authorized and supervised by European Central Bank (ECB) and by the
National Bank of Belgium, boulevard de Berlaimont 14, 1000 Brussels, and is
also under the supervision on investor and consumer protection of the Financial
Services and Markets Authority (FSMA), rue du Congrès 12-14, 1000 Brussels
and is authorized as insurance agent under FSMA number 25789 A.
The National Bank of Belgium, BNP Paribas Fortis supervisor on a consolidated
basis, has granted its approval for using the most advanced approaches for
calculating the own funds requirements under Basel II. This means that BNP
Paribas Fortis applies the Advanced Internal Ratings Based Approach (AIRBA)
to credit risk and the Advanced Measurement Approach (AMA) to operational
risk for the majority of its portfolio.
Besides, BNP Paribas Fortis uses ‘economic capital’ as a consistent and
comparable measure of risk across all risk types and geographies. It serves as an
indicator of Value at Risk (VaR).
BNP Paribas Fortis Funding is a Small Public Interest Entities (PIE) which is
part of the SME’s listed on EU regulated markets and is not in the scope of
application of CSRD report on 2024.
BNP Paribas Fortis Funding
Public limited company
Registered office: L-2453 Luxembourg, 19, rue Eugène Ruppert
R.C.S. Luxembourg B 24 784
(hereinafter referred to as the “Company”)
- 17 -
BNP Paribas Fortis Funding shall report to its parent company with the relevant
information to enable BNP Paribas Fortis to apply these methods on a
consolidated basis.
The Board of Directors examined the annual accounts as at 31 December 2024
of BNP Paribas Fortis Funding on 21 March 2025 and authorized their
publication.
The Board of Directors of BNP Paribas Fortis Funding declares that, to its
knowledge, the annual accounts as at 31 December 2024 of BNP Paribas Fortis
Funding established in accordance with Luxembourg and regulatory
requirements relating to the preparation of the annual accounts, give a faithful
and honest image of the assets and liabilities, financial position and profits or
losses of BNP Paribas Fortis Funding. The management report presents the
evolution accurately, the results and the situation of BNP Paribas Fortis Funding
and a description of the principal risks and uncertainties with which they are
confronted.
The international geopolitical situation and the war in Ukraine impacts the global
economy and market environment.
The Company does not have any significant direct exposure to Ukraine, Russia.
However, the impact on the general economic situation as well as the change in
political leadership in the US may require revisions of certain assumptions and
estimates.
At this stage, there are no strong indicators that should put into question the
valuation of certain assets and liabilities including the loans and derivatives at
the closing date and therefore the Board of Directors is not aware of anything
that would prevent the Company from continuing to apply the going concern
basis of preparation.
BNP Paribas Fortis Funding
Public limited company
Registered office: L-2453 Luxembourg, 19, rue Eugène Ruppert
R.C.S. Luxembourg B 24 784
(hereinafter referred to as the “Company”)
- 18 -
Strategy related to BNP Paribas Fortis Funding
The issuances that the Company is proposing, via BNP Paribas Fortis acting as
distributor, to different investor types and the lending of the proceeds of these
transactions to its parent company, through loans or the investments in bonds
issued by its parent company, is an important element of the funding policy of
BNP Paribas Fortis.
The selling of structured notes and other types of bonds demanded by the Retail
and Private Banking divisions of BNP Paribas Fortis in Belgium is a stable
element of the funding mix of BNP Paribas Fortis.
The Company is independent regarding the issuance decisions.
It is in line with the BNP Paribas group organization to maintain BNP Paribas
Fortis, directly or via its subsidiaries, in a position of independency concerning
its liquidity and funding management. The Company, with a volume of
outstanding debt securities of about EUR 3.4 billion, is an element of
diversification in the funding mix of BNP Paribas Fortis.
We also take into consideration that, for the structured notes, the issuance of
debts securities by the Company with the guarantee of BNP Paribas Fortis
remains a practical solution to circumvent the fact that the Belgian National
Bank’s clearing system cannot handle certain structured financial products.
Furthermore, market evolutions do not directly impact the Company as the bonds
issued by the Company are perfectly hedged.
In terms of activity, the prospects of rate cuts by the central banks and lower
market rates going forward have re-enforced the attractiveness of fixed income
type of products at the expense of equity linked products.
High level of inflation has affected some costs (fees, wages) but the trends is
moderating so is the negative impact on the profitability.
BNP Paribas Fortis Funding
Public limited company
Registered office: L-2453 Luxembourg, 19, rue Eugène Ruppert
R.C.S. Luxembourg B 24 784
(hereinafter referred to as the “Company”)
- 19 -
Corporate Governance
The articles of association do not provide any restriction regarding the voting
rights of the shareholders and therefore said voting rights are exercise in
accordance with the legal provisions in force.
Further to the articles of association, the directors shall be elected by the
shareholders at a general meeting, which shall determine their number,
remuneration and term of office. The term of the office of a director may not
exceed six years and the directors shall hold office until their successors are
elected. The directors may be re-elected for consecutive terms of office. The
Company does not hold any quoted participations.
The Company may, to the extent and under the terms permitted by the Law,
purchase its own shares; as of today, the Company does not hold any own share.
As in the articles of association there is no provision regarding authorized
capital, the Board of Directors is not allowed to issue new shares.
There is no specific provision in the articles of association regarding the
possibility of amending the articles of association and therefore the articles of
association can be amended according to the legal provision set for in article
450-3 of the 1915 Law (as defined above).
There is no specific provision in the articles of association regarding the rights
of controls of the shareholders and therefore the shareholders can exercise their
rights of controls to the extent and within the limits provided by the relevant
Luxembourg applicable legislation.
Based on Art. 52 of the Law of 23 July 2016 concerning the audit profession,
the Company is classified as public-interest entity and required to establish an
audit committee. However, in accordance with Art. 52 (5), the Company is
exempted to have an audit committee.
Luxembourg, 21 March 2025
For the Board of Directors:
Didier Giblet Luc Henrard
Chairman of the Board of Directors CEO
BNP Paribas Fortis Funding
Balance sheet as at 31 December 2024
(in EUR)
- 20 -
ASSETS
Notes
31.12.2024
31.12.2023
B. Formation expenses
3
90,081.27
101,405.40
C. Fixed assets
3,436,367,542.85
2,098,702,178.34
III. Financial assets
3,436,367,542.85
2,098,702,178.34
2. Loans to affiliated undertakings
4
94,976,671.75
93,619,864.74
5. Investments held as fixed assets
5
3,341,390,871.10
2,005,082,313.60
D. Current assets
5,520,534.67
5,752,009.87
II. Debtors
142,121.74
315,442.38
4. Other debtors
142,121.74
315,442.38
a) becoming due and payable within one year
142,121.74
315,442.38
IV. Cash at bank and in hand
5,378,412.93
5,436,567.49
E. Prepayments
6
11,434,324.08
14,519,442.59
TOTAL (ASSETS)
3,453,412,482.87
2,119,075,036.20
CAPITAL, RESERVES AND LIABILITIES
A. Capital and reserves
7
4,412,961.86
4,371,960.02
I. Subscribed capital
500,000.00
500,000.00
II. Share premium account
1,500,000.00
1,500,000.00
IV. Reserves
621,050.00
627,325.00
1. Legal reserve
50,000.00
50,000.00
4. Other reserves, including the fair value reserve
571,050.00
577,325.00
b) other non available reserves
571,050.00
577,325.00
V. Profit or loss brought forward
1,313,910.02
1,314,077.09
VI. Profit or loss for the financial period/year
478,001.84
430,557.93
B. Provisions
157,249.44
141,474.80
2. Provisions for taxation
157,249.44
141,474.80
3. Other provisions
0.00
0.00
C. Creditors
3,439,932,950.45
2,102,532,679.13
1. Debenture loans
8
3,419,347,754.79
2,088,837,691.23
b) Non convertible loans
3,419,347,754.79
2,088,837,691.23
i) becoming due and payable within one year
300,033,967.24
117,816,454.60
ii) becoming due and payable after more than one year
3,119,313,787.55
1,971,021,236.63
6. Amounts owed to affiliated undertakings
9
19,009,416.61
11,888,948.23
a) becoming due and payable within one year
19,009,416.61
11,888,948.23
8. Other creditors
10
1,575,779.05
1,806,039.67
a) Tax authorities
35,869.87
30,894.92
c) Other creditors
1,539,909.18
1,775,144.75
i) becoming due and payable within one year
21,567.64
172,306.08
ii) becoming due and payable after more than one year
1,518,341.54
1,602,838.67
D. Deferred income
6
8,909,321.12
12,028,922.25
TOTAL (CAPITAL, RESERVES AND LIABILITIES)
3,453,412,482.87
2,119,075,036.20
The accompanying notes form an integral part of the annual accounts.
BNP Paribas Fortis Funding
Profit and loss account
for the year ended 31 December 2024
(in EUR)
- 21 -
PROFIT AND LOSS ACCOUNT
Notes
31.12.2024
31.12.2023
5. Raw materials and consumables and other external
expenses
-1,711,801.67
-1,635,265.46
b) Other external expenses
-1,711,801.67
-1,635,265.46
6. Staff costs
11
-55,261.71
-79,370.62
a) Wages and salaries
-38,821.05
-53,637.35
b) Social security costs
-16,440.66
-25,733.27
i) relating to pensions
-16,440.66
-25,733.27
ii) other social security costs
0.00
0.00
7. Value adjustments
-1,834,379.50
-2,247,109.55
a) in respect of formation expenses and of tangible and
intangible fixed assets
-1,834,379.50
-2,247,109.55
10. Income from other investments and loans forming part
of the fixed assets
12
106,423,547.69
82,978,305.74
a) derived from affiliated undertakings
4,334,130.57
4,505,903.02
b) other income not included under a)
102,089,417.12
78,472,402.72
11. Other interest receivable and similar income
13
42,987,557.22
46,050,532.55
a) derived from affiliated undertakings
37,757,194.49
36,766,913.03
b) other interest and similar income
5,230,362.73
9,283,619.52
13. Value adjustments in respect of financial assets and of
investments held as current assets
-2,894,024.15
-3,531,422.57
14. Interest payable and similar expenses
14
-142,264,420.88
-120,939,237.99
a) concerning affiliated undertakings
-101,834,803.90
-79,528,640.37
b) other interest and similar expenses
-40,429,616.98
-41,410,597.62
15. Tax on profit or loss
16
-157,249.44
-141,474.80
16. Profit or loss after taxation
493,967.56
454,957.30
17. Other taxes not shown under items 1 to 16
-15,965.72
-24,399.37
18. Profit or loss for the financial year
478,001.84
430,557.93
The accompanying notes form an integral part of the annual accounts.
BNP Paribas Fortis Funding
Notes to the annual accounts for the year ended 31 December 2024
- 22 -
1 General information
BNP Paribas Fortis Funding (the “Company”) was incorporated on 24 September 1986 in
Luxembourg as a limited liability company (Société Anonyme) for an unlimited period under
the name GENFINANCE LUXEMBOURG S.A., which was then changed to FORTIS
LUXEMBOURG FINANCE S.A. on 12 November 2001 and to BNP Paribas Fortis Funding
on 22 February 2010.
The registered office of the Company is established in Luxembourg. The Company’s financial
year starts on 1 January and ends on 31 December each year.
The Company’s object is to provide any direct or indirect financing, by any means, to its
subsidiaries, to BNP Paribas Fortis and to companies controlled by BNP Paribas Fortis
S.A./NV (“BNP Paribas Fortis”) and to provide to these companies any assistance, loans,
advances or guarantees and/or any services for financial or administrative assistance linked to
such assistance, loans, advances, guarantees, and services.
Loans are granted under the same conditions as for borrowings, setting aside an intermediation
margin.
The Company may conduct any transaction that it deems necessary to accomplish and develop
its object, remaining however within the limits allowed by the 1915 Law.
The Company is included in the consolidated accounts of BNP Paribas S.A. forming the largest
body of undertakings of which the Company forms a part as a subsidiary undertaking. The
consolidated accounts and the consolidated management report of BNP Paribas S.A. are
available at its registered office: 16, Boulevard des Italiens, 75009 Paris, France.
In addition, the Company is also included in the consolidated accounts of BNP Paribas Fortis
forming the smallest body of undertakings included in the body of undertakings referred to in
the above mentioned paragraph of which the Company forms part as a subsidiary undertaking.
The consolidated accounts and the consolidated management report of BNP Paribas Fortis are
available at its registered office located at: 3, Montagne du Parc, B-1000 Brussels.
Further to Pillar Two recommendations of the Organisation for Economic Cooperation and
Development (OECD) in relation to the international tax reform, the European Union adopted
on 14 December 2022 the 2022/2523 directive instituting a minimum corporate income tax for
international groups, effective 1 January 2024.
On 20 December 2023, the Luxembourg Parliament adopted the law implementing this EU
Directive, and the new rules will apply for the fiscal years starting on or after 31 December
2023.
To clarify the directive's potential impacts, the IASB issued on 23 May 2023 a series of
amendments to the IAS 12 'income taxes', which were adopted by the European Union on 8
November 2023. In accordance with the provisions of these amendments, the Group applies
the mandatory and temporary exception not to recognise deferred taxes associated with this
additional taxation.
Therefore, the Pillar II reform has no impact for the Company.
BNP Paribas Fortis Funding
Notes to the annual accounts for the year ended 31 December 2024
(continued)
- 23 -
2 Significant accounting policies
The Company prepares its accounts in compliance with the legal requirements and generally
accepted accounting principles in the Grand-Duchy of Luxembourg. The accounting principles
and valuation criteria are defined and implemented by the Board of Directors, apart from those
stipulated by the law. The Company applied the “Normalised accounting plan” for the purpose
of these audited annual accounts.
2.1 Tangible and intangible assets
Tangible and intangible fixed assets are valued at purchase price including the expenses
incidental thereto or at production cost, less cumulated depreciation amounts written off and
value adjustments. These value adjustments are not continued if the reasons for which the
value adjustments were made have ceased to apply. The amortisations are calculated on a
straight-line basis over the estimated useful economic life.
2.2 Premiums on options
The Company may take hedge positions through options. Premiums on options are accounted
for in deferred charges and income and are amortised prorata temporis over the life of the
borrowings to which they are related.
2.3 Foreign currency translation
The subscribed capital of the Company is expressed in euros (EUR) and the annual accounts
and the interim financial information are established in the same currency.
During the financial year, the transactions, income and expenses denominated in currencies
other than the EUR were recorded using the exchange rate applicable on the transaction date.
At the closing date, the assets and debts expressed in currencies other than EUR are valued on
the basis of the exchange rates applicable on that date. Unrealized gains and losses are booked
as other financial income / charges in the profit and loss account due to the direct economic
link between the transactions. Furthermore, where there is said economic link between two
items within a transaction, accounted for in assets and liabilities respectively, and denominated
in the same currency, the balance sheet entries are revalued at the closing exchange rate
without impacting the profit and loss account.
2.4 Debtors
Debtors are valued at the lower of nominal or estimated net realisable value. A value
adjustment is accounted for if, in the opinion of the Board of Directors, a permanent
impairment in value has occurred, unless the loss is economically linked to an increase in the
value of the loans.
2.5 Premiums on amounts receivable
Premiums on amounts receivable are amortised prorata temporis over the life of the receivable
to which they are related.
BNP Paribas Fortis Funding
Notes to the annual accounts for the year ended 31 December 2024
(continued)
- 24 -
2.6 Prepayments
This asset item includes expenditures incurred during the financial year but relating to a
subsequent financial year.
2.7 Deferred income
This liabilities item includes income received during the financial year but relating to a
subsequent financial year.
2.8 Creditors
Creditors are valued at the higher of nominal or repayment value.
2.9 Premiums on borrowings
Premiums on borrowings are accounted for in deferred charges and income, independently of
borrowings to which they are associated and are amortised prorata temporis over the life of
the borrowings to which they are related.
2.10 Investments held as fixed assets
Investments held as fixed assets are valued in the accounts at purchase price/nominal value
including the expenses incidental thereto.
There is no risk of impairment for these investments as the credit risk is not impacted and this
is explained in the part 4) Financial risk of the management report.
2.11 Derivatives
All the derivatives contracted by the Company are documented in a hedging relationship to
cover the interest rate risk and the exchange rate risk associated with either the notes issued or
the financial assets acquired. The hedged items are measured at cost with linear amortisation
of the initial discount/premium and related commissions. In that respect, the Company’s policy
is to apply a symmetrical approach: as long as the results on the hedged items are not realised,
the derivatives are not re-measured in the balance sheet leading to not impact on the accounts
of the hedging relationship. Then, the valuation of the derivative is posted at the exchange rate
of the period on the balance sheet (in “deferred income” or “prepayment”) against a foreign
exchange profit & loss account (in “other interest and similar expenses” or “other interest and
similar income”). These profit and loss accounts are offset by the valuation of the issuance
note at the exchange rate of the period.
BNP Paribas Fortis Funding
Notes to the annual accounts for the year ended 31 December 2024
(continued)
- 25 -
2.12 Formation expenses
The formation expenses are expenses linked to the issuances of the bonds (“frais d’émission
obligataire”) issued by the Company.
As the bond issued is intended to provide economic benefit to the Company until the maturity,
it has been decided to amortize these capitalized expenses over the life of the corresponding
bond instrument.
3 Formation expenses
This caption under assets includes expenses on the issuances of the bonds issued by the
Company and are amortized over the life of the related bond instrument.
4 Loans to affiliated undertakings
No value adjustment has been made on financial assets, following the historical cost model.
Please note that in accordance with our accounting policy 2.10 above, there is very low residual
risk of impairment as when the Company enters into a derivative transaction with a view of
hedging the issuance of the notes, there is an exact match between the terms of the Notes and
the terms of the derivative transaction to hedge the exposure of the Company.
In addition, as explained in the management report in the section 4) Financial risk, these
financial instruments are covered by a derivative mirroring the fair value. Therefore no
indication of impairment is identified according to the hedging activity.
The loan structure granted to BNP Paribas Fortis, the parent company, is as follows:
31.12.2024
31.12.2023
EUR
EUR
Amounts due within less than one year
8,167,633.25
2,899,449.98
Amounts due over 1 year
1 to 5 years
5 years or more
20,821,927.80
48,480,000.00
26,332,774.46
48,480,000.00
69,301,927.80
74,812,774.46
Total
77,469,561.05
77,712,224.44
The accrued interest receivable on loans and derivatives as at 31 December 2024 of EUR
17,507,110.70 has to be added to the loans to affiliated undertakings (2023: EUR
15,907,640.30).
BNP Paribas Fortis Funding
Notes to the annual accounts for the year ended 31 December 2024
(continued)
- 26 -
31.12.2024
31.12.2023
Valuation at
historical cost
model
Valuation at fair
value
Fair value
adjustment
Valuation at
historical cost
model
Valuation at
fair value
Fair value
adjustment
Loans
77,469,561.05
77,442,107.05
-27,454.00
77,712,224.44
77,604,317.46
-107,906.98
5 Investments held as fixed assets
The bonds purchased from BNP Paribas Fortis, the parent company, are as follows:
31.12.2024
31.12.2023
EUR
EUR
Amounts due within less than one year
291,663,686.61
114,937,276.07
Amounts due over 1 year
1 to 5 years
5 years or more
951,521,175.52
2,078,757,000.00
1,207,147,504.31
670,759,000.00
3,030,278,175.52
1,877,906,504.31
Total
3,321,941,862.13
1,992,843,780.38
The accrued interest receivable on investments held as fixed assets as at 31 December 2024 of
EUR 19,092,123.42 (2023: EUR 11,741,556.43) and the adjustment on interest received as at
31 December 2024 of EUR 356,885.55 (2023: EUR 496,976.79) have to be added to the
Investments held as fixed assets.
31.12.2024
31.12.2023
Valuation at
historical cost
model
Valuation at fair
value
Fair value
adjustment
Valuation at
historical cost
model
Valuation at
fair value
Fair value
adjustment
Bonds
3,321,941,862.13
3,322,504,801.35
562,939.22
1,992,843,780.38
1,992,126,533.46
-717,246.92
BNP Paribas Fortis Funding
Notes to the annual accounts for the year ended 31 December 2024
(continued)
- 27 -
6 Prepayments and deferred income
These captions under assets or under liabilities in the balance sheet primarily include the option
premiums paid and received, the commission’s payable or receivable during the issuance of
certain borrowings and the premiums connected to the issuance of certain borrowings, less
accumulated amortisation over the expected useful life of the related borrowings.
Also, this caption includes the revaluation of the foreign exchange derivative financial
instruments at the closing foreign exchange rate.
BNP Paribas Fortis Funding
Notes to the annual accounts for the year ended 31 December 2024
(continued)
- 28 -
7 Capital and reserves
Subscribed capital
As at 31 December 2024, the issued and fully paid-up share capital of the Company amounts to EUR 500,000.00 consisting of 20,000 registered
shares each having a nominal value of EUR 25.00.
The movements for year ended 31 December 2024 are as follows:
Share premium
account
Legal reserve
Other reserves
Profit brought
forward
EUR
EUR
EUR
EUR
Balance as of December 31, 2023
1,500,000.00
50,000.00
577,325.00
1,314,077.09
Profit for year ended 2023
-
-
-
430,557.93
Transfer of the 2019 special reserve to profit brought forward
-
-
-119,100.00
119,100.00
Allocation to the special reserve related to the net wealth tax 2024
-
-
112,825.00
-112,825.00
Dividends
-
-
-
-437,000.00
Balance as of December 31, 2024
1,500,000.00
50,000.00
571,050.00
1,313,910.02
BNP Paribas Fortis Funding
Notes to the annual accounts for the year ended 31 December 2024
(continued)
- 29 -
Legal reserve
The Company is required to allocate a minimum of 5% of its annual net income to a legal
reserve, until this reserve equals 10% of the subscribed share capital. This reserve may not be
distributed.
Other reserves
In order to take advantage of the provisions of paragraph 8a of the Net Wealth Tax Law, the
Company has elected to get a tax credit for all or part of the net wealth tax due for that year.
This tax credit is, however, limited to the amount of the corporate income tax due for the same
year before any tax credit. In order to benefit from this provision, the Company commits itself
to post to a special reserve (classified in the annual accounts under the caption “Other
reserves”) before the end of the financial year an amount equal to five times the net wealth tax
to be credited, which has to be maintained for a period of five years.
This reserve is non-distributable during the period of five years from the year following that
during which the Net Wealth Tax was reduced.
Share premium account
An extraordinary meeting was held on 28 February 2017 relating to the contribution from
retained earnings to the share premium account for EUR 1,500,000.00 with effect as of
28 February 2017.
8 Debenture loans
Amounts due and payable for the accounts shown under “Debenture loans” are as follows:
Non convertible loans
31.12.2024
EUR
31.12.2023
EUR
Within one year
300,033,967.24
117,816,454.60
After one year and within five years
979,327,422.00
1,238,133,180.54
After more than five years
2,139,986,365.55
732,888,056.09
3,419,347,754.79
2,088,837,691.23
This item also includes the accrued interest payable as at 31 December 2024 that amounts to
EUR 17,313,588.37 (2023: EUR 15,690,464.62).
BNP Paribas Fortis Funding
Notes to the annual accounts for the year ended 31 December 2024
(continued)
- 30 -
9 Amounts owed to affiliated undertakings
31.12.2024
31.12.2023
EUR
EUR
Interest payable on derivatives
18,919,553.81
11,787,718.63
Up front fees
89,862.80
101,229.60
Total
19,009,416.61
11,888,948.23
10 Other creditors
The item “Other creditors” is as follows:
31.12.2024
31.12.2023
EUR
EUR
V.A.T. payable
35,869.87
30,894.92
Fees payable
Other debts payable
21,567.64
1,518,341.54
172,306.08
1,602,838.67
Total
1,575,779.05
1,806,039.67
The other debts payable represent some prescriptions elapsed and for which the cash balance
was not claimed, within the legally described time frame, by the investors leading to a
reimbursement of these to the Company by the paying agent.
11 Staff costs
For the year ended 31 December 2024, the Company employed 2 persons on a part time basis
(31 December 2023: 2 persons on a part time basis).
12 Income from other investments and loans forming part of the fixed
assets
The above caption is composed of the following items:
31.12.2024
31.12.2023
EUR
EUR
Interest on loans
4,334,130.57
4,505,903.02
Interest on bonds
Gains on securities (realised)
100,976,457.50
1,112,959.62
78,324,107.28
148,295.44
106,423,547.69
82,978,305.74
BNP Paribas Fortis Funding
Notes to the annual accounts for the year ended 31 December 2024
(continued)
- 31 -
The variation of the interest on bonds is mainly related to the increase of the bonds.
Income from above caption with affiliated undertakings amount to EUR 105,310,588.07 for
the year ended 31 December 2024 (2023: EUR 82,830,010.30).
13 Other interest receivable and similar income
Other interest receivable and similar income are composed of the following items:
31.12.2024
31.12.2023
EUR
EUR
Interest on derivatives
37,303,784.37
36,186,940.53
Adjustment on interest received **
356,885.55
496,976.79
Amortisation of premiums on borrowings
1,813,046.09
2,226,772.56
Amortization of break up fees on loans and
premium under/par on bonds
2,935,913.74
3,573,212.29
Upfront fees received
21,376.09
20,053.03
Gain on foreign exchange securities and bonds*
32,534.80
3,082,631.93
Commissions
75,148.48
62,942.68
Gains on derivatives (realised)
Interest on bank term deposit
-
69,297.79
-
-
Other
379,570.31
401,002.74
42,987,557.22
46,050,532.55
* The gain on foreign exchange securities and bonds presented in note 13 is mainly unrealised and is matched by
the loss on foreign exchange on securities and bonds presented in note 14.
The variation on the gain on foreign exchange securities and bonds is related to a significant transaction matured
in 2023.
** The amount of adjustment on interest received is related to an agreement with BNP Paribas Fortis - Belgium in
which a part of the interest margin is retroceded to/repaid by BNP Paribas Fortis - Belgium.
The item "Other" above, was essentially made of, for the year ended 31 December 2024,
amortization on 5 years of some issuances for which the prescription elapsed and for which
the cash balance not claimed (within the legally described time frame) by the investors are
reimbursed to the Company by the paying agent.
BNP Paribas Fortis Funding
Notes to the annual accounts for the year ended 31 December 2024
(continued)
- 32 -
Other interest receivable and similar income from affiliated undertakings amount to
EUR 37,826,492.28 for the year ended 31 December 2024 (2023: EUR 36,766,913.03).
BNP Paribas Fortis Funding
Notes to the annual accounts for the year ended 31 December 2024
(continued)
- 33 -
14 Interest payable and similar expenses
Interest payable and similar expenses are composed of the following items:
31.12.2024
31.12.2023
EUR
EUR
Interest on borrowings, interest rate swaps, equity
swaps, cross currency interest rate swaps
Loss on securities (realised)
Loss on derivatives (realised)
Other commissions
-141,073,591.48
-46,348.33
-1,053,713.87
-59,245.75
-117,673,805.18
-35,741.59
-
-148,295.44
Loss on foreign exchange on securities and bonds*
-31,521.45
-3,081,395.78
-142,264,420.88
-120,939,237.99
* The gain on foreign exchange securities and bonds presented in note 13 is mainly unrealised and is matched by
the loss on foreign exchange on securities and bonds presented in note 14.
The increase on interest on borrowings, interest rate swaps, equity swaps, cross currency
interest rate swaps is mainly related to an increase of issuances.
Interest payable and similar expenses with affiliated undertakings amount to EUR -
104,747,719.57 as at 31 December 2024 (2023: EUR -82,281,474.92).
15 Advances and loans granted to the members of the management and
supervisory bodies
The Company has not granted any advances or loans to members of administrative or
supervisory bodies as at and during the year ended 31 December 2024.
16 Tax position
The Company is subject to Luxembourg tax laws.
BNP Paribas Fortis Funding
Notes to the annual accounts for the year ended 31 December 2024
(continued)
- 34 -
17 Derivative financial instruments
The Company uses various derivative instruments contracted with BNP Paribas Fortis, BNP
Paribas Financial Markets (formerly Paribas Arbitrage S.N.C.) and BNP Paribas for hedging
purposes as part of its bond issuing and financing activities to hedge against potential market,
foreign exchange or interest rate risk.
The nominal of these derivatives financial instruments are as follows:
31.12.2024
31.12.2023
Nominal
Nominal
EUR
EUR
Interest Rate Swap
2,666,499,570.05
1,294,286,137.01
Equity Swap
705,534,596.35
748,861,089.58
The variation of the interest rate swap is related to an increase of the interest rate swap linked
to an increase of the issuances.
31.12.2024
31.12.2023
EUR
EUR
EUR
EUR
Fair value
positive
Fair value
negative
Fair value
positive
Fair value
negative
Interest rate swap
34,685,296.39
-66,095,094.06
18,555,349.69
-79,661,384.61
Equity swap
33,973,613.17
-14,613,283.74
17,283,190.90
-45,423,637.66
BNP Paribas Fortis Funding
Notes to the annual accounts for the year ended 31 December 2024
(continued)
- 35 -
18 Related parties transactions
During the financial year 2024, the following significant transactions entered into with related
parties:
BNP Paribas
Fortis
Other companies
of the group
BNP Paribas
EUR
EUR
Assets
Loans to affiliated undertakings
Investments held as fixed assets
80,171,916.09
3,341,390,871.10
14,804,755.66
-
Cash at bank and in hand
-
5,378,412.93
3,421,562,787.19
20,183,168.59
Liabilities
Non convertible loans*
Amounts owed to affiliated undertakings
become due and payable within one year
69,704,669.04
2,064,990.57
33,586,198.65
16,944,426.04
71,769,659.61
50,530,624.69
Charges
Interest payable and similar expenses**
-23,887,230.56
-80,860,489.01
-23,887,230.56
-80,860,489.01
Income
Income from other investments and loans forming part of the
fixed assets
105,310,588.07
-
Other interest receivable and similar income
6,526,370.01
31,300,122.27
111,836,958.08
31,300,122.27
* These amounts are a result of acquisitions of bonds by the respective related parties on behalf of third parties
(investors) for a short period of time.
** From which:
EUR -2,684,279.47 is a result of acquisitions of bonds by BNP Paribas Fortis on behalf of third parties
(investors) for a short period of time
EUR -86,266.45 is a result of acquisitions of bonds by other companies of the group on behalf of third parties
(investors) for a short period of time.
19 Auditor’s fees
The total auditor’s fees, V.A.T. included, are presented as follows:
31.12.2024
31.12.2023
EUR
EUR
Audit fees
78,244.85
75,368.68
Audit related fees
15,045.29
14,491.88
Other fees
20,131.72
19,391.87
Total
113,421.86
109,252.43
BNP Paribas Fortis Funding
Notes to the annual accounts for the year ended 31 December 2024
(continued)
- 36 -
20 Commitments
The Company rents a substance office from November 2004 and a parking space from July
2014.
Under the terms of the rental agreement, each party may terminate it on a six months’ prior
notice in writing and by registered mail. The rental commitment for the next six months 2025
is EUR 22,476.53.
21 Subsequent Events
There have been no subsequent events that are susceptible to impact the annual accounts as at
31 December 2024.