Bond BNP Paribas SA 0% ( FR0013534716 ) in USD

BNP Paribas SA

100 % ⇌

France

FR0013534716 ( in USD )

25/09/2050

Prospectus brochure of the bond BNP Paribas FR0013534716 en USD 0%, maturity 25/09/2050

1 000 000 USD

330 000 000 USD

BNP Paribas is a leading international banking group providing a wide range of financial services including retail banking, investment banking, asset management, and corporate and institutional banking to individuals, businesses, and governments worldwide.

The Bond issued by BNP Paribas SA ( France ) , in USD, with the ISIN code FR0013534716, pays a coupon of 0% per year.
The coupons are paid 1 time per year and the Bond maturity is 25/09/2050

PROHIBITION OF SALES TO EEA AND 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 European Economic Area (the EEA) or in the United Kingdom (the
UK). 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 (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 the Prospectus Regulation. 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 or in the
UK has been prepared and therefore offering or selling the Notes or otherwise making them available
to any retail investor in the EEA or in the UK may be unlawful under the PRIIPs Regulation.
MiFID II 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 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, including investment advice, portfolio management, non-advised sales and pure execution
services. 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.
NO PROSPECTUS IS REQUIRED IN ACCORDANCE WITH REGULATION (EU) 2017/1129 FOR
THE ISSUE OF NOTES DESCRIBED BELOW.
Final Terms dated 18 September 2020
BNP PARIBAS
(incorporated in France)
(the Issuer)
Legal entity identifier (LEI): R0MUWSFPU8MPRO8K5P83
Issue of USD 330,000,000 Callable Zero Coupon Senior Non Preferred Notes
due 25 September 2050
ISIN Code: FR0013534716
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.

1

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 on 3 July 2020 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),
which constitutes 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 the relevant information. The Base Prospectus and any
Supplement to the Base Prospectus are available for viewing at www.amf-france.org and
www.invest.bnpparibas.com

and
https://rates-
globalmarkets.bnpparibas.com/gm/Public/LegalDocs.aspx 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:
9 September 2020
(ii)
Series Number:
19365

Tranche Number:
1
3.
Specified Currency:
United States Dollar ("USD")
4.
Aggregate Nominal Amount:

Series:
USD 330,000,000

Tranche:
USD 330,000,000
5.
Issue Price of Tranche:
100 per cent. of the Aggregate Nominal Amount
6.
Minimum Trading Size:
USD 1,000,000
7.
(i)
Specified Denomination:
USD 1,000,000

Calculation Amount:
USD 1,000,000
8.
(i)
Issue Date:
25 September 2020

Interest Commencement
Issue Date
Date:
9.
(i)
Maturity Date:
25 September 2050
(ii)
Business Day Convention Modified Following
for Maturity Date:
10.
Form of Notes:
Bearer
11.
Interest Basis:
Zero Coupon
(further particulars specified below)
12.
Coupon Switch:
Not applicable
13.
Redemption/Payment Basis:
As described in sub-paragraph 39 below for Final
Redemption
14.
Change of Interest Basis or
Not applicable
Redemption/Payment Basis:
15.
Put/Call Options:
Issuer Call (further particulars specified below)
16.
Exchange Rate:
Not applicable
17.
Status of the Notes:
Senior Non Preferred Notes

2

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:
Not applicable
24.
Fixed Rate Provisions:
Not applicable
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:
Applicable
(i) Accrual Yield:
2.82 per cent. per annum
(ii) Reference Price:
100 per cent.
(iii) Day Count Fraction:
30/360, Unadjusted
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)
New York, London, Taipei
(Condition 3(e) of the Terms and
Conditions of the English Law
Notes and Condition 3(e) of the
Terms and Conditions of the
French Law Notes):
PROVISIONS RELATING TO REDEMPTION
39.
Final Redemption Amount:
Subject to the Issuer Call Option set out in sub-
paragraph 42 below, the Final Redemption Amount
shall be equal to Calculation Amount x 230.31806 per
cent.
40.
Final Payout:
Not applicable
41.
Automatic Early Redemption:
Not applicable

3

42.
Issuer Call Option:
Applicable
(i)
Optional Redemption
25 September 2025, 25 September 2030, 25
Date(s):
September 2035, 25 September 2040, 25 September
2045 or if the Optional Redemption Date is not a
Business Day, the immediately succeeding Business
Day, unless it would thereby fall into the following
calendar month, in which event it will be brought
forward to the immediately preceding Business Day.
(ii)
Optional Redemption
Not applicable
Valuation Date(s):
(iii)
Optional Redemption
The relevant Optional Redemption Amount shall be
Amount(s):
paid as follows:
Optional
Optional
Optional
Redemption Amount Redemption
Redemption
in USD per
Amount in USD
Date falling on Aggregate Nominal per Calculation
or nearest to
Amount
Amount
25 September
114.91798%
379,229,334.00
2025
25 September
132.06143%
435,802,719.00
2030
25 September
151.76233%
500,815,689.00
2035
25 September
174.40221%
575,527,293.00
2040
25 September
200.41951%
661,384,383.00
2045

(iv)
If redeemable in part:

(a) Minimum Redemption
Not applicable
Amount:
(b) Higher Redemption
Not applicable
Amount:
(v)
Notice period:
Minimum notice period: Twenty Five (25) New York,
London and Taipei Business Days prior to the
relevant Optional Redemption Date

Maximum notice period: Not applicable
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 Amount:
Not applicable
48.
Commodity Linked Redemption
Not applicable
Amount:
49.
Fund Linked Redemption Amount:
Not applicable

4

50.
Credit Linked Notes:
Not applicable
51.
ETI Linked Redemption Amount:
Not applicable
52.
Foreign Exchange (FX) Rate Linked
Not applicable
Redemption Amount:
53.
Underlying Interest Rate Linked
Not applicable
Redemption Amount:

54.
Events of Default for Senior Preferred Not applicable
Notes:

55.
Administrator/Benchmark Event:
Not applicable
56.
Early Redemption Amount(s):
Article 45b2(b) BRRD: Not applicable
Amortised Face Amount:
(i)
Accrual Yield: 2.82 per cent. per annum
(ii)
Reference Price: 100 per cent.
(iii)
Day Count Fraction: 30/360, Unadjusted
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 New York, London, Taipei
provisions relating to Payment Days
for the purposes of Condition 4(a) of
the Terms and Conditions of the
English Law Notes or Condition 4(b)
of the Terms and Conditions of the
French Law Notes, as the case may
be:
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 Notes:
Not applicable
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

5

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 redeemable
Not applicable
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
and Conditions of the French Law Masse shall apply.
Notes):
67.
Governing law:
French law
68.
Calculation Agent:
BNP Paribas
DISTRIBUTION

69.
(i)
If syndicated, names of
Lead Manager
Managers (specifying Lead
BNP Paribas, Taipei Branch
Manager):
Co-Manager
E.SUN Commercial Bank, Ltd.

Date of the Subscription
18 September 2020
Agreement:

Stabilisation Manager (if
Not applicable
any):

If non-syndicated, name of
Not applicable
relevant Dealer:
70.
Total commission and concession:
0.10 per cent. of the Aggregate Nominal Amount
71.
U.S. Selling Restrictions:
Reg. S Compliance Category 2; TEFRA Not
applicable
72.
Additional Canadian selling
Not applicable
restrictions:
73.
Other terms or special conditions:
The following selling restriction shall be deemed to
replace the "Taiwan" selling restriction set out in the
Base Prospectus:
Republic of China selling restrictions:
The Notes have not been, and shall not be, offered,
sold or re-sold, directly or indirectly, to investors other
than "professional institutional investors" as defined
under Paragraph 2, Article 4 of the Financial
Consumer Protection Act of the Republic of China.
Purchasers of the Notes are not permitted to sell or
otherwise dispose of the Notes except by transfer to
a professional institutional investor as
aforementioned.
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.

6

PART B OTHER INFORMATION
1.
Listing and Admission to trading

(i)
Listing and admission to
Application will be made by the Issuer (or on its
trading:
behalf) for the Notes to be listed on the Taipei
Exchange (the "TPEx") with effect from the Issue
Date.
The Notes will be listed on the TPEx pursuant to the
applicable rules of the TPEx. Effective date of listing
and trading of the Notes is on or about the Issue Date.
The TPEx is not responsible for the content of this
document, the Base Prospectus and any supplement
or amendment thereto and no representation is made
by the TPEx as to the accuracy or completeness of
this document, the Base Prospectus and any
supplement or amendment thereto. The TPEx
expressly disclaims any and all liability for any losses
arising from, or as a result of the reliance on, all or
part of the contents of this document, the Base
Prospectus and any supplement or amendment
thereto. Admission to the listing and trading of the
Notes on the TPEx shall not be taken as an indication
of the merits of the Issuer or the Notes. No assurance
can be given that such applications will be granted.

(ii)
Estimate of total expenses
70,000 New Taiwan Dollars (TPEx listing fee)
related to admission to
trading:
2.
Ratings

Ratings:
The Notes to be issued are expected to be rated A+
by Fitch France S.A.S. ("Fitch").

Fitch is established in the European Union and is
registered under Regulation (EC) No. 1060/2009 (as
amended).
3.
Operational Information

(i)
ISIN:
FR0013534716
(ii)
Common Code:
223125204
(iii)
Any clearing system(s) other than
For further settlement details please refer to
Euroclear France, Euroclear and
the provisions set out in Annex 1 to these
Clearstream, Luxembourg
Final Terms
approved by the Issuer and the
Principal Paying Agent and the
relevant identification number(s):
(iv)
Delivery:
Delivery against payment
(v)
Additional Paying Agent(s) (if any):
Not applicable

(vi)
Intended to be held in a manner
No. Whilst the designation is specified as
which would allow Eurosystem
"no" at the date of these Final Terms, should
eligibility:
the Eurosystem eligibility criteria be amended
in the future such that the Notes are capable

8

of meeting them the Notes may then be
deposited with one of the ICSDs as common
safe-keeper. Note that this does not
necessarily mean that the Notes will then be
recognised as eligible collateral for
Eurosystem monetary policy and intra day
credit operations by the Eurosystem at any
time during their life. Such recognition will
depend upon the ECB being satisfied that
Eurosystem eligibility criteria have been met.
(vii)
Name and address of Registration
Not applicable
Agent:

9

ANNEX 1
ROC Settlement, Trading and Taxation

ROC SETTLEMENT AND TRADING
The Notes will be settled through Euroclear France. Euroclear Bank ("Euroclear") and Clearstream S.A.
("Clearstream") each has an account opened with Euroclear France. Therefore, investors having an
account opened with Euroclear and Clearstream may settle the Notes indirectly through Euroclear
France. Investors with a securities book-entry account with a Republic of China (the "ROC") securities
broker and a foreign currency deposit account with an ROC bank, may request the approval of the
Taiwan Depositary & Clearing Corporation (the "TDCC") for the settlement of the Notes through the
account of TDCC with Euroclear or Clearstream and if such approval is granted by the TDCC, the Notes
may be so cleared and settled. In such circumstances, the TDCC will allocate the respective book-
entry interest of such investor in the Notes position to the securities book-entry account designated by
such investor in the ROC. The Notes will be traded and settled pursuant to the applicable rules and
operating procedures of the TDCC and the TPEx as domestic bonds.
In addition, an investor may apply to the TDCC (by filing in a prescribed form) to transfer the Notes in
its own account with Euroclear or Clearstream to the TDCC account with Euroclear or Clearstream for
trading in the domestic market or vice versa for trading in overseas markets.
For such investors who hold their interest in the Notes through an account opened and held by the
TDCC with Euroclear or Clearstream, distributions of principal and/or interest for the Notes to such
holders may be made by payment services banks whose systems are connected to the TDCC to the
foreign currency deposit accounts of the holders. Such payment is expected to be made on the second
Taiwanese business day following the TDCC's receipt of such payment (due to time difference, the
payment is expected to be received by the TDCC one Taiwanese business day after the distribution
date). However, when the holders will actually receive such distributions may vary depending upon the
daily operations of the ROC banks with which the holder has the foreign currency deposit account.
ROC TAXATION
The following is a summary of certain taxation provisions under ROC law is, based on current laws and
practice and that the Notes will be issued, offered, sold and re-sold to professional institutional investors
as defined under Paragraph 2, Article 4 of the Financial Consumer Protection Act of the ROC only. It
does not purport to be comprehensive and does not constitute legal or tax advice. Investors (particularly
those subject to special tax rules, such as banks, dealers, insurance companies and tax-exempt
entities) should consult with their own tax advisers regarding the tax consequences of an investment in
the Notes.
Interest on the Notes
As the Issuer of the Notes is not an ROC statutory tax withholder, there is no ROC withholding tax on
any interest or deemed interest to be paid by the Issuer on the Notes.
ROC corporate holders must include any interest or deemed interest receivable under the Notes as part
of their taxable income and pay income tax at a flat rate of 20 per cent. (unless the total taxable income
for a fiscal year is $120,000 New Taiwan Dollars or under), as they are subject to income tax on their
worldwide income on an accrual basis. The alternative minimum tax (the "AMT") is not applicable.
Sale of the Notes
In general, the sale of corporate bonds or financial bonds is subject to 0.1 per cent. securities transaction
tax (the "STT") on the transaction price. However, Article 2-1 of the Securities Transaction Tax Act
prescribes that STT will cease to be levied on the sale of corporate bonds and financial bonds from 1
January 2010 to 31 December 2026. Therefore, the sale of the Notes will be exempt from STT if the
sale is conducted on or before 31 December 2026. Starting from 1 January 2027, any sale of the Notes
will be subject to STT at 0.1 per cent. of the transaction price, unless otherwise provided by the tax laws
that may be in force at that time.

10