Obligation BNP Paribas SA 4.125% ( FR001400I4X9 ) en EUR

BNP Paribas SA

100 % ⇌

France

FR001400I4X9 ( en EUR )

4.125% par an ( paiement annuel )

24/05/2033 - Obligation échue

Prospectus brochure de l'obligation BNP Paribas FR001400I4X9 en EUR 4.125%, échue

100 000 EUR

1 250 000 000 EUR

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 EUR, avec le code ISIN FR001400I4X9, paye un coupon de 4.125% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 24/05/2033

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 (i ) 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 (i i) 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"); (i ) 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 (i i) 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 (i ) 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.

1

Final Terms dated 22 May 2023
BNP PARIBAS
(incorporated in France)
(the Issuer)
Legal entity identifier (LEI): R0MUWSFPU8MPRO8K5P83
Issue of EUR 1,250,000,000 Fixed Rate Senior Preferred Notes due 24 May 2033
ISIN Code: FR001400I4X9
under the 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.

2

PART A CONTRACTUAL TERMS
Terms used herein shal 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 1 July 2022 which received approval n° 22-263 from the Autorité des marchés financiers
("AMF") on 1 July 2022 and each supplement to the Base Prospectus published and approved 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 (i ) provides for any change to the Conditions of the Notes such changes shal 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 (as amended, 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 and any Supplement(s) to the Base Prospectus are
available
for
viewing
at
https://invest.bnpparibas/en/
and
https://rates-
globalmarkets.bnpparibas.com/gm/Public/LegalDocs.aspx and, with these Final Terms, on the AMF
website (www.amf-france.org) 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:
16 May 2023
Series Number:
19969
Tranche Number:
1
3.
Specified Currency:
Euro ("EUR")
4.
Aggregate Nominal Amount:

Series:
EUR 1,250,000,000
Tranche:
EUR 1,250,000,000
5.
Issue Price of Tranche:
99.871 per cent. of the Aggregate Nominal Amount
6.
Minimum Trading Size:
Not applicable
7.
(i)
Specified Denomination:
EUR 100,000
Calculation Amount:
EUR 100,000
8.
(i)
Issue Date:
24 May 2023
Interest Commencement
Date:
Issue Date
9.
(i)
Maturity Date:
24 May 2033
(i )
Business Day Convention for
Maturity Date:
Following
10.
Form of Notes:
Bearer
11.
Interest Basis:
4.125 per cent. Fixed Rate per annum
(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:
Not applicable
16.
Exchange Rate:
Not applicable
17.
Status of the Notes:
Senior Preferred Notes

3

Prior permission of the Relevant Regulator for Senior
Preferred Notes: 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 Date(s):
24 May in each year, from and including 24 May 2024 to
and including the Maturity Date
Business Day Convention for
Interest Period End Date(s):
Not applicable
Interest Payment Date(s):
24 May in each year, from and including 24 May 2024 to
and including the Maturity Date
Business Day Convention for
Interest Payment Date(s):
Following
Party responsible for
calculating the Rate(s) of
Interest and Interest
Amount(s):
Calculation Agent
Margin(s):
Not applicable
Minimum Interest Rate:
Not applicable
Maximum Interest Rate:
Not applicable
Day Count Fraction:
Actual/Actual ICMA, unadjusted
Determination Dates:
24 May in each year
Accrual to Redemption:
Applicable
Rate of Interest:
Fixed Rate
Coupon Rate:
Not applicable
24.
Fixed Rate Provisions:
Applicable
Fixed Rate of Interest:
4.125 per cent. per annum payable annual y in arrear on
each Interest Payment Date
Fixed Coupon Amount(s):
EUR 4,125 per Calculation Amount
Broken Amount(s):
Not applicable
25.
Resettable Notes:
Not applicable
26.
Floating Rate Provisions:
Not applicable
27.
Screen Rate Determination:
Not applicable
28.
ISDA Determination:
Not applicable
29.
FBF Determination:
Not applicable
30.
Zero Coupon Provisions:
Not applicable
31.
Index Linked Interest Provisions:
Not applicable

4

32.
Share Linked/ETI Share Linked
Interest Provisions:
Not applicable
33.
Inflation Linked Interest Provisions:
Not applicable
34.
Commodity Linked Interest Provisions: Not applicable
35.
Fund Linked Interest Provisions:
Not applicable
36.
ETI Linked Interest Provisions:
Not applicable
37.
Foreign Exchange (FX) Rate Linked
Interest Provisions:
Not applicable
38.
Underlying Interest Rate Linked
Interest Provisions:
Not applicable
39.
Additional Business Centre(s)
(Condition 3(f) of the Terms and
Conditions of the English Law Notes
or Condition 3(f) of the Terms and
Conditions of the French Law Notes,
as the case may be):
T2
PROVISIONS RELATING TO REDEMPTION
40.
Final Redemption:
Calculation Amount x 100 per cent.
41.
Final Payout:
Not applicable
42.
Automatic Early Redemption:
Not applicable
43.
Issuer Call Option:
Not applicable
44.
Noteholder Put Option:
Not applicable
45.
Aggregation:
Not applicable
46.
Index Linked Redemption Amount:
Not applicable
47.
Share Linked/ETI Share Linked
Redemption Amount:
Not applicable
48.
Inflation Linked Redemption Amount:
Not applicable
49.
Commodity Linked Redemption
Amount:
Not applicable
50.
Fund Linked Redemption Amount:
Not applicable
51.
Credit Linked Notes:
Not applicable
52.
ETI Linked Redemption Amount:
Not applicable
53.
Foreign Exchange (FX) Rate Linked
Redemption Amount:
Not applicable
54.
Underlying Interest Rate Linked
Redemption Amount:
Not applicable
55.
Events of Default for Senior Preferred
Notes:
Not applicable
56.
Administrator/Benchmark Event:
Not applicable
57.
Early Redemption Amount(s):
Article 45b2(b) BRRD: Not applicable
Final Redemption Amount
58.
Provisions applicable to Physical
Delivery:
Not applicable

5

59.
Variation of Settlement:

Issuer's option to vary
The Issuer does not have the option to vary settlement in
settlement:
respect of the Notes.
Variation of Settlement of
Physical Delivery Notes:
Not applicable
60.
CNY Payment Disruption Event:
Not applicable
GENERAL PROVISIONS APPLICABLE TO THE NOTES
61.
Form of Notes:
Bearer Notes:
New Global Note:
No

Dematerialised Notes

Bearer dematerialised form (au porteur)
62.
Financial Centre(s) or other special
provisions relating to Payment Days
for the purposes of Condition 4(a):
T2
63.
Talons for future Coupons or Receipts
to be attached to definitive Notes (and
dates on which such Talons mature):
No
64.
Details relating to Partly Paid 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:
Not applicable
65.
Details relating to Notes redeemable
in instalments: amount of each
instalment, date on which each
payment is to be made:
Not applicable
66.
Redenomination, renominalisation and Not applicable
reconventioning provisions:
67.
Masse (Condition 12 of the Terms and Contractual representation of Noteholders/No Masse
Conditions of the French Law Notes):
shal apply.
68.
Governing law:
French law
69.
Calculation Agent:
BNP Paribas
DISTRIBUTION

70.
(i)
If syndicated, names of
Lead Manager
Managers (specifying Lead
Manager):
BNP Paribas
Joint Lead Managers
ABN AMRO Bank N.V.
Nykredit Bank A/S
Skandinaviska Enskilda Banken AB (publ)
UniCredit Bank AG

6

Co-Lead Managers
Coöperatieve Rabobank U.A.
DNB Bank ASA
OP Corporate Bank plc
Raiffeisen Schweiz Genossenschaft

Stabilisation Manager (if any): BNP Paribas
If non-syndicated, name of
relevant Dealer:
Not applicable
71.
U.S. Sel ing Restrictions:
Reg. S Compliance Category 2; TEFRA Not applicable
72.
Non-Exempt Offer:
Not applicable
73.
Prohibition of Sales to Retail Investors: Prohibition of Sales to EEA Retail Investors:
Applicable

Prohibition of Sales to UK Retail Investors:
Applicable
74.
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.

7

RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms.
Signed on behalf of the Issuer:

By: ____________________________
Duly authorised

8

PART B OTHER INFORMATION

1.
Listing and Admission to trading

(i)
Listing and admission to
Application wil be made by the Issuer (or on its behalf)
trading:
for the Notes to be admitted to trading on Euronext Paris
with effect from/on or around 24 May 2023.
(i )
Estimate of total expenses
related to admission to
trading:
EUR 9,600
2.
Ratings

Ratings:
The Notes to be issued are expected to be rated:
- Aa3 by Moody's Deutschland GmbH, Frankfurt am Main
("Moody's"),
- A+ by S&P Global Ratings Europe Limited ("S&P")
- AA- by Fitch Ratings Ireland Limited ("Fitch") and
- AA (Low) by DBRS Ratings GmbH ("DBRS").

According to Moody's' definitions, obligations rated Aa
are judged to be of high quality and are subject to very
low credit risk. The modifier 3 indicates a ranking in the
lower end of the generic rating category of the obligations.
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 stil strong. The addition of a plus (+) or
minus (-) sign shows relative standing within the rating
categories.
According to Fitch's definitions, `AA' ratings denote
expectations of very low default risk. They indicate very
strong capacity for payment of financial commitments.
This capacity is not significantly vulnerable to foreseeable
events. The modifier "-" is appended to denote relative
status within major rating categories.
According to DBRS' definitions, `A' rating means superior
credit quality. The capacity for the payment of financial
obligations is considered high. Credit quality differs from
AAA only to a small degree. Unlikely to be significantly
vulnerable to future events. Al rating categories other
than AAA and D also contain subcategories (high) and
(low).

Each of Moody's, S&P, Fitch and DBRS is established in
the European Union and is registered under Regulation
(EC) No. 1060/2009 (as amended) (the "CRA
Regulation") or is established in the United Kingdom and
is registered under Regulation (EC) No. 1060/2009 as it
forms part of UK domestic law in the United Kingdom by
virtue of the European Union (Withdrawal) Act 2018 (the
"UK CRA Regulation").

9

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" section in the Base Prospectus
(i )
Estimated net proceeds:
EUR 1,244,325,000
5.
Operational Information

(i)
ISIN:
FR001400I4X9
(i )
Common Code:
262679535
(i i)
CFI:
DTFUFB
(iv)
FISN:
BNP PARIBAS/4.125 MTN 20330524
(v)
Any clearing system(s) other
than Euroclear France
Euroclear and Clearstream,
Luxembourg approved by the
Issuer and the Principal
Paying Agent and the relevant
identification number(s):
Not applicable
(vi)
Delivery:
Delivery against payment
(vi )
Additional Paying Agent(s) (if
any):
Not applicable
(viii)
Intended to be held in a
Yes. Note that the designation "yes" simply means that
manner which would al ow
the Notes are intended to be issued with a central bank
Eurosystem eligibility:
or an eligible securities settlement system and does not
necessarily mean that the Notes wil be recognised as
eligible collateral for Eurosystem monetary policy and
intra day credit operations by the Eurosystem either upon
issue or at any or all times during their life. Such
recognition wil depend upon the ECB being satisfied that
Eurosystem eligibility criteria have been met.
(ix)
Name and address of
Registration Agent:
Not applicable
6.
Fixed Rate Notes only Yield

Indication of yield:
4.141 per cent. per annum
The yield is calculated at the Issue Date on the basis of
the Issue Price. It is not an indication of future yield.

10