Obligation BNP Paribas SA 0.557% ( FR0014003L79 ) en JPY

BNP Paribas SA

98.93 % ⇌

France

FR0014003L79 ( en JPY )

0.557% par an ( paiement semestriel )

19/05/2027

Prospectus brochure de l'obligation BNP Paribas FR0014003L79 en JPY 0.557%, échéance 19/05/2027

20/11/2025 ( Dans 16 jours )

BNP Paribas est une banque internationale française, l'une des plus grandes d'Europe, offrant une large gamme de services financiers aux particuliers, entreprises et institutions.

L'Obligation émise par BNP Paribas SA ( France ) , en JPY, avec le code ISIN FR0014003L79, paye un coupon de 0.557% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 19/05/2027

FINAL TERMS
PROHIBITION OF SALES TO EEA RETAIL INVESTORS The Notes are not intended to be offered,
sold or otherwise made available to and should not be offered, sold or otherwise made available to any
retail investor in the European Economic Area (the "EEA"). For these purposes, a retail investor means
a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive
2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97
(as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as
defined in Regulation (EU) 2017/1129. Consequently, no key information document required by
Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes
or otherwise making them available to retail investors in the EEA has been prepared and therefore
offering or selling the Notes or otherwise making them available to any retail investor in the EEA may
be unlawful under the PRIIPs Regulation.
PROHIBITION OF SALES TO UK RETAIL INVESTORS The Notes are not intended to be offered,
sold or otherwise made available to and should not be offered, sold or otherwise made available to any
retail investor in the United Kingdom ("UK"). For these purposes, a retail investor means a person who
is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565
as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA");
or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000,
as amended (the "FSMA") and any rules or regulations made under the FSMA to implement Directive
(EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of
Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA;
or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of
UK domestic law by virtue of the EUWA. Consequently no key information document required by
Regulation (EU) No 1286/2014 as it forms part of UK domestic law by virtue of the EUWA (the "UK
PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail
investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making
them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
MiFID II PRODUCT GOVERNANCE / TARGET MARKET ASSESSMENT Solely for the purposes of
each manufacturer's product approval process, the target market assessment in respect of the Notes,
taking into account the five categories in item 18 of the Guidelines published by ESMA on 5 February
2018, has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and
professional clients, each as defined in MiFID II; and (ii) all channels for distribution of the Notes are
appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor")
should take into consideration the manufacturers' target market assessment; however, a distributor
subject to MiFID II is responsible for undertaking its own target market assessment in respect of the
Notes (by either adopting or refining the manufacturers' target market assessment) and determining
appropriate distribution channels.
UK MiFIR PRODUCT GOVERNANCE / TARGET MARKET ASSESSMENT Solely for the purposes
of the manufacturer's product approval process, the target market assessment in respect of the Notes,
taking into account the five categories referred to in item 18 of the Guidelines published by ESMA on 5
February 2018 (in accordance with the FCA's policy statement entitled "Brexit our approach to EU non-
legislative materials"), has led to the conclusion that: (i) the target market for the Notes is eligible
counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"); and (ii)
all channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or
recommending the Notes (a "distributor") should take into consideration the manufacturer's target
market assessment; however, a distributor subject to the FCA Handbook Product Intervention and
Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for
undertaking its own target market assessment in respect of the Notes (by either adopting or refining the
manufacturer's target market assessment) and determining appropriate distribution channels.

22

Final Terms dated 18 May 2021
BNP PARIBAS
(incorporated in France)
(the Issuer)
Legal entity identifier (LEI): R0MUWSFPU8MPRO8K5P83
Issue of JPY 88,500,000,000 Fixed Rate Resettable Senior Non Preferred Notes due May 2027
ISIN Code: FR0014003L79
under the 90,000,000,000
Euro Medium Term Note Programme
(the Programme)

Any person making or intending to make an offer of the Notes may only do so in circumstances in which
no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the
Prospectus Regulation or to supplement a prospectus pursuant to Article 23 of the Prospectus
Regulation, in each case, in relation to such offer.

23

PART A CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the
"Conditions") set forth under the section entitled "Terms and Conditions of the French Law Notes" in
the Base Prospectus dated 3 July 2020 which received approval n° 20-314 from the Autorité des
marchés financiers ("AMF") on 3 July 2020 and any supplements to the Base Prospectus approved and
published on or before the date of these Final Terms (copies of which are available as described below)
(the "Supplements") (provided that to the extent any such Supplement (i) is published and approved
after the date of these Final Terms and (ii) provides for any change to the Conditions of the Notes such
changes shall have no effect with respect to the Conditions of the Notes to which these Final Terms
relate), which together constitute a base prospectus for the purposes of Regulation (EU) 2017/1129
(the "Prospectus Regulation") (the "Base Prospectus"). This document constitutes the Final Terms
of the Notes described herein for the purposes of the Prospectus Regulation, and must be read in
conjunction with the Base Prospectus to obtain all relevant information. The Base Prospectus, any
Supplement(s) to the Base Prospectus and these Final Terms are available on the AMF website
(www.amf-france.org) and these Final Terms will be available for viewing on the website of Euronext
Paris. The Base Prospectus, any Supplement(s) to the Base Prospectus and these Final Terms are
available for viewing at www.invest.bnpparibas.com and copies may be obtained free of charge at the
specified office of the Principal Paying Agent.

1.
Issuer:
BNP Paribas
2.
(i)
Trade Date:
14 May 2021

Series Number:
19512

Tranche Number:
1
3.
Specified Currency:
Japanese Yen ("JPY")
4.
Aggregate Nominal Amount:

Series:
JPY 88,500,000,000

Tranche:
JPY 88,500,000,000
5.
Issue Price of Tranche:
100 per cent. of the Aggregate Nominal Amount
6.
Minimum Trading Size:
JPY 100,000,000
7.
(i)
Specified Denomination:
JPY 100,000,000

Calculation Amount:
JPY 100,000,000
8.
(i)
Issue Date:
20 May 2021

Interest Commencement
Issue Date
Date:
9.
(i)
Maturity Date:
20 May 2027
(ii)
Business Day Convention Not applicable
for Maturity Date:
10.
Form of Notes:
Bearer
11.
Interest Basis:
0.557 per cent. per annum Fixed Rate (Resettable)
(further particulars specified below)
12.
Coupon Switch:
Not applicable
13.
Redemption/Payment Basis:
Redemption at par
14.
Change of Interest Basis or
Not applicable
Redemption/Payment Basis:
15.
Put/Call Options:
Issuer Call (further particulars specified below)

24

16.
Exchange Rate:
Not applicable
17.
Status of the Notes:
Senior Non Preferred Notes
MREL/TLAC Criteria Event: Not applicable
18.
Knock-in Event:
Not applicable
19.
Knock-out Event:
Not applicable
20.
Method of distribution:
Syndicated
21.
Hybrid Notes:
Not applicable
22.
Tax Gross-Up:
Condition 6(e) (No Gross-Up) of the Terms and
Conditions of the French Law Notes not applicable
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
23.
Interest:
Applicable

Interest Period(s):
As per Conditions

Interest Period End
20 May and 20 November in each year from and
Date(s):
including 20 November 2021 to and including the
Maturity Date

Business Day Convention
Not applicable
for Interest Period End
Date(s):

Interest Payment Date(s):
20 May and 20 November in each year from and
including 20 November 2021 to and including the
Maturity Date

Business Day Convention
Modified Following
for Interest Payment
Date(s):

Party responsible for
Calculation Agent
calculating the Rate(s) of
Interest and Interest
Amount(s):

Margin(s):
+0.647 per cent. per annum applicable from and
including the First Reset Date (as defined below) to
but excluding the Maturity Date

Minimum Interest Rate:
As per Conditions

Maximum Interest Rate:
Not applicable

Day Count Fraction:
30/360, unadjusted

Determination Dates:
20 May and 20 November in each year from and
including 20 November 2021

Accrual to Redemption:
Applicable

Rate of Interest:
Fixed Rate (Resettable)

Coupon Rate:
Not applicable
24.
Fixed Rate Provisions:
Applicable

Fixed Rate of Interest:
Resettable Notes

Fixed Coupon Amount(s):
JPY 278,500 per Calculation Amount

Broken Amount(s):
Not applicable

25

Resettable Notes:
Applicable
(a)
Initial Rate of
0.557 per cent. per annum payable semi annually in
Interest:
arrear
(b)
Reset Rate:
Reference Bond Rate
(c)
First Margin:
+0.647 per cent. per annum
(d)
Subsequent
Not applicable
Margin:
(e)
First Reset Date:
The Interest Payment Date falling on or about 20 May
2026
(f)
Second Reset
Not applicable
Date:
(g)
Subsequent Reset Not applicable
Date(s):
(h)
Relevant Screen Not applicable
Page:
(i)
Mid-Swap Rate:
Not applicable
(j)
Mid-Swap Maturity: Not applicable
(k)
Reference Bond:
JGB 0.10% due 20 March 2027 #346 (ISIN Code:
JP1103461H35)
(l)
Reset
Determination
Two Tokyo business days prior to the relevant Reset
Date:
Date
(m)
Relevant Time:
11:00 am, Tokyo time
25.
Floating Rate Provisions:
Not applicable
26.
Screen Rate Determination:
Not applicable
27.
ISDA Determination:
Not applicable
28.
FBF Determination:
Not applicable
29.
Zero Coupon Provisions:
Not applicable
30.
Index Linked Interest Provisions:
Not applicable
31.
Share Linked/ETI Share Linked
Not applicable
Interest Provisions:
32.
Inflation Linked Interest Provisions:
Not applicable
33.
Commodity Linked Interest
Not applicable
Provisions:
34.
Fund Linked Interest Provisions:
Not applicable
35.
ETI Linked Interest Provisions:
Not applicable
36.
Foreign Exchange (FX) Rate
Not applicable
Linked Interest Provisions:
37.
Underlying Interest Rate Linked
Not applicable
Interest Provisions:
38.
Additional Business Centre(s)
Tokyo, London, and TARGET2
(Condition 3(e) of the Terms and
Conditions of the English Law
Notes or Condition 3(e) of the

26

Terms and Conditions of the
French Law Notes, as the case
may be):
PROVISIONS RELATING TO REDEMPTION
39.
Final Redemption:
Calculation Amount x 100 per cent.
40.
Final Payout:
Not applicable
41.
Automatic Early Redemption:
Not applicable
42.
Issuer Call Option:
Applicable

Optional Redemption
The Interest Payment Date falling on or about 20 May
Date(s):
2026

Optional Redemption
Not applicable
Valuation Date(s):

Optional Redemption
Calculation Amount x 100 per cent.
Amount(s):

If redeemable in part:

(a)
Minimum
Not applicable
Redemption
Amount:
(b)
Higher
Not applicable
Redemption
Amount:

Notice period:
Minimum notice period: 30 calendar days

Maximum notice period: 45 calendar days
43.
Noteholder Put Option:
Not applicable
44.
Aggregation:
Not applicable
45.
Index Linked Redemption Amount:
Not applicable
46.
Share Linked/ETI Share Linked
Not applicable
Redemption Amount:
47.
Inflation Linked Redemption
Not applicable
Amount:
48.
Commodity Linked Redemption
Not applicable
Amount:
49.
Fund Linked Redemption Amount:
Not applicable

50.
Credit Linked Notes:
Not applicable
51.
ETI Linked Redemption Amount:
Not applicable
52.
Foreign Exchange (FX) Rate
Not applicable
Linked Redemption Amount:
53.
Underlying Interest Rate Linked
Not applicable
Redemption Amount:
54.
Events of Default for Senior Not applicable
Preferred Notes:
55.
Administrator/Benchmark Event:
Not applicable

27

56.
Early Redemption Amount(s):
Article 45b2(b) BRRD: Not applicable
Final Redemption Amount
57.
Provisions applicable to Physical
Not applicable
Delivery:
58.
Variation of Settlement:

Issuer's option to vary
The Issuer does not have the option to vary settlement
settlement:
in respect of the Notes.

Variation of Settlement of
Not applicable
Physical Delivery Notes:
59.
CNY Payment Disruption Event:
Not applicable
GENERAL PROVISIONS APPLICABLE TO THE NOTES
60.
Form of Notes:
Bearer Notes:
New Global Note:
No

Dematerialised Notes

Bearer dematerialised form (au porteur)
61.
Financial Centre(s) or other special
Tokyo, London, and TARGET2
provisions relating to Payment
Days for the purposes of
Condition 4(a):
62.
Talons for future Coupons or
No
Receipts to be attached to
definitive Notes (and dates on
which such Talons mature):
63.
Details relating to Partly Paid
Not applicable
Notes: amount of each payment
comprising the Issue Price and
date on which each payment is to
be made and, if different from
those specified in the Temporary
Bearer Global Note or Permanent
Bearer Global Note, consequences
of failure to pay, including any right
of the Issuer to forfeit the Notes
and interest due on late payment:
64.
Details relating to Notes
Not applicable
redeemable in instalments: amount
of each instalment, date on which
each payment is to be made:
65.
Redenomination, renominalisation Not applicable
and reconventioning provisions:
66.
Masse (Condition 12 of the Terms Contractual representation of Noteholders/No Masse
and Conditions of the French Law shall apply.
Notes):
67.
Governing law:
French law
68.
Calculation Agent:
BNP Paribas
DISTRIBUTION

28

69.
(i)
If syndicated, names of
Lead Manager
Managers (specifying Lead
BNP Paribas
Manager):
Joint Lead Managers
Daiwa Capital Markets Europe Limited
Mizuho Securites Europe GmbH
MUFG Securities (Europe) N.V.
Co-Lead Managers
Nomura Financial Products Europe GmbH
SMBC Nikko Capital Markets Europe GmbH

Stabilisation Manager (if BNP Paribas
any):

If non-syndicated, name of
Not applicable
relevant Dealer:
70.
U.S. Selling Restrictions:
Reg. S Compliance Category 2; TEFRA Not
applicable
71.
Non exempt Offer:
Not applicable
72.
Prohibition of Sales to Retail Prohibition of Sales to EEA Retail Investors:
Investors:
Applicable
Prohibition of Sales to UK Retail Investors:
Applicable
73.
United States Tax Considerations
The Notes are not Specified Securities for the purpose
of Section 871(m) of the U.S. Internal Revenue Code
of 1986.

29

PART B OTHER INFORMATION

1.
Listing and Admission to trading

(i)
Listing and admission to
Not applicable
trading:
(ii)
Estimate of total expenses
Not applicable
related to admission to
trading:
2.
Ratings

Ratings:
The Notes to be issued are expected to be rated:
- Baa1 by Moody's France SAS ("Moody's"),
- A- by S&P Global Ratings Europe Limited ("S&P")
and
- A+ by Fitch Ratings Ireland Limited ("Fitch").

Each of Moody's, S&P and Fitch is established in the
European Union and is registered under Regulation
(EC) No. 1060/2009 (as amended).
According to Moody's' definitions, obligations rated
Baa are judged to be medium-grade and subject to
moderate credit risk and as such may possess certain
speculative characteristics. The modifier 1 indicates
that the obligation ranks in the higher end of its
generic rating category.
According to S&P's definitions, an obligation rated 'A'
is somewhat more susceptible to the adverse effects
of changes in circumstances and economic
conditions than obligations in higher-rated categories.
However, the obligor's capacity to meet its financial
commitments on the obligation is still strong. The
addition of a plus (+) or minus (-) sign shows relative
standing within the rating categories.
According to Fitch's definitions, `A' ratings denote
expectations of low default risk. The capacity for
payment of financial commitments is considered
strong. This capacity may, nevertheless, be more
vulnerable to adverse business or economic
conditions than is the case for higher ratings. The
modifier "+" is appended to denote relative status
within major rating categories.
3.
Interests of Natural and Legal Persons Involved in the Issue
"Save for the fees payable to the Managers so far as the Issuer is aware, no person
involved in the offer of the Notes has an interest material to the offer."
4.
Reasons for the Offer and Estimated Net Proceeds
(i)
Reasons for the offer:
See "Use of Proceeds" wording in the Base
Prospectus
(ii)
Estimated net proceeds:
JPY 88,278,750,000
5.
Operational Information

31