Bond BNP Paribas SA 0% ( FR0014003XD4 ) in AUD

BNP Paribas SA

100 % ▲

France

FR0014003XD4 ( in AUD )

11/12/2031

Prospectus brochure of the bond BNP Paribas FR0014003XD4 en AUD 0%, maturity 11/12/2031

500 000 AUD

250 000 000 AUD

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.

BNP Paribas has issued a ?250,000,000 AUD-denominated bond (FR0014003XD4) with a 0% coupon rate, maturing on November 12, 2031, trading at 100% of face value, minimum lot size ?500,000 and paying interest annually.

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.

1

Final Terms dated 9 June 2021
BNP PARIBAS
(incorporated in France)
(the Issuer)
Legal entity identifier (LEI): R0MUWSFPU8MPRO8K5P83
Issue of AUD 250,000,000 Resettable Subordinated Tier 2 Notes
due December 2031
ISIN Code: FR0014003XD4
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.

2

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:
4 June 2021
(ii)
Series Number:
19534

Tranche Number:
1
3.
Specified Currency:
Australian Dollar ("AUD")
4.
Aggregate Nominal Amount:

Series:
AUD 250,000,000

Tranche:
AUD 250,000,000
5.
Issue Price of Tranche:
100 per cent. of the Aggregate Nominal Amount
6.
Minimum Trading Size:
Not applicable
7.
(i)
Specified Denomination:
AUD 200,000

Calculation Amount:
AUD 200,000
8.
(i)
Issue Date:
11 June 2021

Interest Commencement
Issue Date
Date:
9.
(i)
Maturity Date:
11 December 2031
(ii)
Business Day Convention Not applicable
for Maturity Date:
10.
Form of Notes:
Bearer
11.
Interest Basis:
Fixed Rate per annum (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)

3

16.
Exchange Rate:
Not applicable
17.
Status of the Notes:
Subordinated
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
11 March, 11 June, 11 September and 11 December
Date(s):
in each year from and including 11 September 2021
to and including the Maturity Date

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

Interest Payment Date(s):
11 March, 11 June, 11 September and 11 December
in each year from and including 11 September 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):
+1.550 per cent. per annum

Minimum Interest Rate:
As per Conditions

Maximum Interest Rate:
Not applicable

Day Count Fraction:
Actual/365 (Fixed)

Determination Dates:
Not applicable

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):
To be determined by the Calculation Agent on the first
day of the first Interest Period

Broken Amount(s):
Not applicable

Resettable Notes:
Applicable
(a)
Initial Rate of
For the avoidance of doubt, the Notes shall bear a
Interest:
fixed initial rate of interest equal to 3 month BBSW +

4

Margin per annum, as determined by the Calculation
Agent on the first day of the first Interest Period (from
and including 11 June 2021 to but excluding 11
September 2021)
(b)
Reset Rate:
Mid-Swap Rate
(c)
First Margin:
+1.550 per cent. per annum
(d)
Subsequent
+1.550 per cent. per annum
Margin:
(e)
First Reset Date:
The Interest Payment Date falling on or about 11
September 2021
(f)
Second Reset
The Interest Payment Date falling on or about 11
Date:
December 2021
(g)
Subsequent Reset
Each Interest Payment Date falling on or about 11
Date(s):
March, 11 June, 11 September and 11 December in
each year from and including 11 March 2022 to and
including 11 September 2031
(h)
Relevant Screen
Thomson Reuters Screen BBSW
Page:
(i)
Mid-Swap Rate:
Single Mid-Swap Rate
Initial Mid-Swap Rate Final Fallback: Applicable
Initial Mid-Swap Rate: 3 month BBSW
(j)
Mid-Swap Maturity: 3 months
(k)
Reference Bond:
Not applicable
(l)
Reset
The day falling the first day of each Interest Period
Determination
Date:
(m)
Relevant Time:
10.30 a.m. (Sydney 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:

5

38.
Additional Business Centre(s)
TARGET2, Sydney
(Condition 3(e) of the Terms and
Conditions of the English Law
Notes or Condition 3(e) of the
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
(i)
Optional Redemption
The Interest Payment Date falling on or about 11
Date(s):
December 2026
(ii)
Optional Redemption
Not applicable
Valuation Date(s):
(iii)
Optional Redemption
Calculation Amount x 100 per cent.
Amount(s):
(iv)
If redeemable in part:

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

6

55.
Administrator/Benchmark Event:
Not applicable
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 TARGET2, Sydney
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

7

DISTRIBUTION
69.
(i)
If syndicated, names of
Joint Lead Managers
Managers (specifying Lead
Australia and New Zealand Banking Group Limited
Manager):
BNP Paribas
Nomura Financial Products Europe GmbH
Westpac Banking Corporation (ABN 33 007 457 141)
Co-Lead Manager
Standard Chartered Bank AG

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.

8

PART B OTHER INFORMATION

1.
Listing and Admission to trading

(i)
Listing and admission to trading: Application will be made by the Issuer (or on its
behalf) for the Notes to be admitted to trading on
Euronext Paris with effect on or from the Issue
Date
(ii)
Estimate of total expenses
EUR 7,950
related to admission to trading:
2.
Ratings

Ratings:
The Notes to be issued are expected to be rated:
- Baa2 by Moody's France S.A.S. ("Moody's"),
- BBB+ by S&P Global Ratings Europe Limited,
France Branch ("S&P")
- A- by Fitch Ratings Ireland Limited ("Fitch") and
- A by DBRS Ratings GmbH ("DBRS").

Moody's, S&P, Fitch and DBRS are established
in the European Union. Each of Moody's, S&P,
Fitch and DBRS 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 2 indicates a mid-range ranking.
According to S&P's definitions, an obligation
rated 'BBB' exhibits adequate protection
parameters. However, adverse economic
conditions or changing circumstances are more
likely to weaken the obligor's capacity to meet its
financial commitments on the obligation. 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.
According to DBRS' definitions, `A' rating means
good credit quality. The capacity for the payment
of financial obligations is substantial, but of
lesser credit quality than AA. may be vulnerable
to future events, but qualifying negative factors
are considered manageable. All rating
categories other than AAA and D also contain
subcategories (high) and (low).

10