Bond BNP Paribas SA 8% ( USF1067PAF39 ) in USD

Issuer BNP Paribas SA
Market price refresh price now   104.817 %  ⇌ 
Country  France
ISIN code  USF1067PAF39 ( in USD )
Interest rate 8% per year ( payment 2 times a year)
Maturity Perpetual



Prospectus brochure of the bond BNP Paribas USF1067PAF39 en USD 8%, maturity Perpetual


Minimal amount /
Total amount /
Cusip F1067PAF3
Standard & Poor's ( S&P ) rating BBB- ( Lower medium grade - Investment-grade )
Next Coupon 22/08/2025 ( In 91 days )
Detailed description 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 USF1067PAF39, pays a coupon of 8% per year.
The coupons are paid 2 times per year and the Bond maturity is Perpetual
The Bond issued by BNP Paribas SA ( France ) , in USD, with the ISIN code USF1067PAF39, was rated BBB- ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.








IMPORTANT NOTICE
THIS DOCUMENT IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER (1) QUALIFIED
INSTITUTIONAL BUYERS ("QIBs") WITHIN THE MEANING OF RULE 144A OF THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR (2) NON-U.S. PERSONS
(WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT) OUTSIDE THE
UNITED STATES.
IMPORTANT: Investors must read the following before continuing. The following applies to the
Prospectus following this page (the "Prospectus"), and you are therefore advised to read this
carefully before reading, accessing or making any other use of the Prospectus. In accessing the
Prospectus, you agree to be bound by the following terms and conditions, including any
modifications to them any time you receive any information from us as a result of such access.
Your attention is drawn to the wording on the inside cover page of the Prospectus and the
section of the Prospectus entitled "Plan of Distribution".
NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES
FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO MAKE SUCH AN OFFER. THE
SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT,
OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION
AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO,
OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S
UNDER THE SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND ANY APPLICABLE STATE OR LOCAL SECURITIES LAWS.
THE FOLLOWING PROSPECTUS MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER
PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY
FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN
PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A
VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS AND REGULATIONS OF
OTHER JURISDICTIONS.
The Notes are not intended to be offered, sold, or otherwise made available and should not be
offered, sold, or otherwise made available to retail clients, as defined in the rules set out in the
Markets in Financial Instruments Directive 2014/65/EU, as amended or replaced from time to
time. Prospective investors are referred to the section headed "Restrictions on marketing and
sales to retail investors" on page v to vi of this Prospectus for further information.
Confirmation of your Representation: In order to be eligible to view this Prospectus or make an
investment decision with respect to the securities, investors must be either (1) QIBs (within the meaning
of Rule 144A under the Securities Act) or (2) non-U.S. persons outside the United States. This
Prospectus is being sent at your request and by accepting the e-mail and accessing this Prospectus,
you shall be deemed to have represented to the Issuer and the Initial Purchasers that (1) you and any
customers you represent are either (a) QIBs or (b) non-U.S. persons located and receiving this
electronic transmission outside the United States and (2) that you consent to delivery of such
Prospectus by electronic transmission.
You are reminded that access to the Prospectus has been made available to you on the basis that you
are a person into whose possession the Prospectus may be lawfully delivered in accordance with the
laws of the jurisdiction in which you are located, and you may not, nor are you authorized to, deliver the
Prospectus to any other person. The materials relating to the offering do not constitute, and may not be
used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted
by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the
underwriters or any affiliate of the underwriters is a licensed broker or dealer in that jurisdiction, the
offering shall be deemed to be made by the underwriters or such affiliate on behalf of the Issuer in such
jurisdiction.


Classification : Internal



The Prospectus constitutes a prospectus for the purposes of the Regulation (EU) 2017/1129 as
amended (the "Prospectus Regulation"). Application has been made for the Notes to be admitted to
trading on Euronext Paris.
Under no circumstances shall the Prospectus or this notice constitute or form part of any offer to sell or
the invitation or solicitation of an offer to buy nor shall there be any sale of the Notes in any jurisdiction
in which such offer, solicitation or sale would be unlawful. Recipients of the Prospectus who intend to
subscribe for or purchase the Notes are reminded that any subscription or purchase may only be made
on the basis of the information contained in the final prospectus. In the United Kingdom, this Prospectus
is only being distributed to, and is only directed at, and any investment or investment activity to which
this Prospectus relates is available only to, and will be engaged in only with, persons (i) having
professional experience in matters relating to investments who fall within the definition of "investment
professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005 (the "Financial Promotion Order") or (i ) who are high net worth companies falling within
Article 49(2)(a) to (d) of the Financial Promotion Order, or other persons to whom it may otherwise be
lawfully communicated, (all such persons together being referred to as "relevant persons"). The Notes
are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire
such Notes will be engaged in only with, relevant persons. The Prospectus is directed only at relevant
persons and must not be acted on or relied on by persons who are not relevant persons.
The Prospectus may only be communicated in France to qualified investors as defined in Article 2(e) of
the Prospectus Regulation.
The Prospectus has been made available to you in an electronic form. You are reminded that
documents made available or transmitted via this medium may be altered or changed during the
process of electronic transmission and consequently neither the Issuer or BNP Paribas Securities Corp.,
Santander US Capital Markets LLC, National Bank of Canada Financial Inc., and SMBC Nikko
Securities America, Inc. (the "Initial Purchasers") nor any person who controls any of the Initial
Purchasers nor any director, officer, employee or agent of an Initial Purchaser, or affiliate of any such
person accepts any liability or responsibility whatsoever in respect of any difference between the
Prospectus made available to you in electronic format and the hard copy version available to you on
request from the Issuer or any of the Initial Purchasers.
Canadian Electronic Delivery Disclaimer
IMPORTANT: You must read the following electronic delivery disclaimer before continuing. The
following electronic delivery disclaimer applies to this Prospectus pertaining to the offer for sale of the
Notes of the Issuer, which is being made available to you in electronic form by electronic transmission.
You are advised that the Prospectus has not been filed with or cleared by any securities commission or
similar regulatory authority in Canada. You are further advised to read this disclaimer carefully before
accessing, reading, or making any other use of the Prospectus. In accessing the Prospectus, you agree
to be bound by the following terms and conditions, including any modifications to them from time to
time, each time you receive any information as a result of such access.
Confirmation of Your Representation: You have accessed the Prospectus on the basis that you have
confirmed to the Issuer and each Initial Purchaser acting as an underwriter in the offering that (1) you
agree to receive the Prospectus and any amendments or supplements thereto in electronic form by
electronic transmission, as applicable, (2) you are a resident of a jurisdiction of Canada where delivery
of the Prospectus in electronic form by electronic transmission may be lawfully made under the laws of
such jurisdiction, (3) you are an "accredited investor" as such term is defined in section 1.1 of National
Instrument 45-106 Prospectus Exemptions or, in Ontario, in section 73.3(1) of the Securities Act
(Ontario), as applicable, and, where required by applicable Canadian securities laws or as a condition
of purchasing the Notes from any dealer acting as a underwriter in the offering, a "permitted client" as
such term is defined in section 1.1 of National Instrument 31-103 Registration Requirements,
Exemptions and Ongoing Registrant Obligations, respectively, and (4) you consent to delivery of the
Prospectus and any amendments or supplements thereto in electronic form by electronic transmission,
as applicable.
By accessing the Prospectus, you hereby confirm that documents delivered in electronic form by
electronic transmission may be altered or changed during the process of electronic transmission.
Neither the Issuer, the Initial Purchasers nor any of their respective affiliates accepts any liability or

Classification : Internal



responsibility whatsoever in respect of any alteration or change to the Prospectus as a result of the
process of electronic transmission into Canada. Where any such alteration or change to the Prospectus
results from the process of electronic transmission into Canada, a hard copy of the Prospectus will be
furnished upon request.
THE PROSPECTUS MAY NOT BE REPRODUCED OR REDISTRIBUTED, IN WHOLE OR IN PART,
WITHOUT THE PRIOR WRITTEN CONSENT OF THE ISSUER AND THE INITIAL PURCHASERS,
AS APPLICABLE.
You are responsible for protecting against electronic viruses and other items of a destructive nature.
Your use of this electronic transmission and any attachment hereto is at your own risk, and it is your
responsibility to take precautions to ensure that this electronic transmission and any attachment hereto
are and remain free from electronic viruses and other items of a destructive nature.
This electronic transmission and any attachment hereto are intended only for use by the addressee
named herein. If you have received this electronic transmission and any attachment hereto, including
the Prospectus, in error, you hereby agree to immediately delete the same and any copies thereof from
your system, to notify the Issuer and the Initial Purchasers, as applicable, by reply e-mail and to destroy
any printouts thereof. If you have gained access to this electronic transmission contrary to the foregoing
restrictions, you hereby acknowledge that you will be unable to purchase the Notes.
Upon receipt of this electronic transmission, you will be deemed to have agreed to the above conditions
of use in their entirety and without limitation.


Classification : Internal




PROSPECTUS




US$1,500,000,000 Perpetual Fixed Rate Resettable Additional Tier 1 Contingent Convertible
Notes

Issue Price for the Notes: 100.00%

BNP PARIBAS ("BNP Paribas" or the "Issuer") is offering US$1,500,000,000 principal amount of its
Perpetual Fixed Rate Resettable Additional Tier 1 Contingent Convertible Notes (the "Notes"). The
Notes will be issued by BNP Paribas and will constitute direct, unsecured, and deeply subordinated
obligations of the Issuer, as described in Condition 4 (Status of the Notes) in "Terms and Conditions of
the Notes".
The Notes are deeply subordinated notes of the Issuer issued pursuant to the provisions of
Article L.228-97 of the French Code de commerce. The Notes will be governed by, and construed in
accordance with, the laws of the State of New York, except for Condition 4 (Status of the Notes) and
Condition 6.6 (Adjustments to the Maximum Conversion Ratio) which will be governed by, and
construed in accordance with, French law.
The Notes will bear interest on their principal amount at the applicable Rate of Interest from (and
including) February 22, 2024 (the "Issue Date"). Interest shall be payable semi-annually in arrears on
February 22 and August 22 in each year (each an "Interest Payment Date") commencing on August
22, 2024. During the Initial Period (i.e. from the Issue Date to but excluding August 22, 2031 (the "First
Call Date")) the Notes will bear interest at the rate of 8.000 per cent per annum. The rate of interest will
reset on the First Call Date and on each five-year anniversary thereafter (each, a "Reset Date"). The
rate of interest for each Interest Period (as defined in Condition 2 (Interpretation) in "Terms and
Conditions of the Notes") occurring after each Reset Date will be equal to the Reset Rate of Interest
which amounts to a rate per annum equal to the sum of (a) the then- applicable CMT Rate plus (b) the
Margin (3.727 per cent), as determined by the Interest Calculation Agent, as described in Condition 5
(Interest) in "Terms and Conditions of the Notes".
The Issuer may elect or may be required to cancel the payment of interest on the Notes (in whole or in
part) on any Interest Payment Date as set out in Condition 5.9 (Cancellation of Interest Amounts) in
"Terms and Conditions of the Notes". Interest that is cancelled wil not be due on any subsequent date,
and the non-payment will not constitute a default by the Issuer.
The Notes are perpetual obligations and have no fixed maturity date. Holders do not have the right to
call for their redemption. The Issuer is not required to make any payment of the principal amount of the
Notes at any time prior to the time a judgment is issued for the judicial liquidation (liquidation judiciaire)
of the Issuer or if the Issuer is liquidated for any other reason. The Issuer may, subject to the prior
permission of the Relevant Regulator, redeem the Notes in whole, but not in part, on any Reset Date
or at any time following the occurrence of a Capital Event or a Tax Event at their principal amount plus
accrued and unpaid interest.
The Notes will be converted into Ordinary Shares if the Group CET1 Ratio is equal to or less
than 5.125 per cent (each term as defined in Condition 2 (Interpretation) in "Terms and
Conditions of the Notes"). Holders may lose some or all of their investment as a result of such
Conversion. See Condition 6 (Conversion). If a Capital Event or a Tax Event has occurred and is
continuing, the Issuer may further substitute all of the Notes or vary the terms of all of the Notes,
without the consent of Holders, so that they become or remain Compliant Securities (as
described in Condition 7.5 (Substitution/Variation) in "Terms and Conditions of the Notes").




This document (the "Prospectus") constitutes a prospectus for the purposes of Article 6 of Regulation
(EU) 2017/1129 of June 14, 2017, as amended (the "Prospectus Regulation").
Application has been made to list and admit to trading the Notes, as of the Issue Date or as soon as
practicable thereafter, on the regulated market of Euronext in Paris ("Euronext Paris"). Euronext Paris
is a regulated market within the meaning of the Directive 2014/65/EU of the European Parliament and
of the Council dated May 15, 2014, as amended.
The Notes are expected to be rated BBB- by Standard & Poor's Global Ratings Europe Limited, France
Branch ("Standard & Poor's"), Ba1 by Moody's Deutschland GmbH, Frankfurt am Main ("Moody's"),
and BBB by Fitch Ratings Ireland Limited ("Fitch"). Each of Standard & Poor's, Moody's and Fitch is
established in the European Union (the "EU") and is registered under Regulation (EC) No. 1060/2009,
as amended (the "CRA Regulation"), and is included in the list of credit rating agencies registered in
accordance with the CRA Regulation as of the date of this Prospectus. This list is available on the
European Securities and Markets Authority (the "ESMA") website at CRA Authorisation (europa.eu) (list
last updated on March 27, 2023). A rating is not a recommendation to buy, sell or hold securities and
may be subject to revision, suspension, or withdrawal at any time.
The Notes are complex financial instruments with high risk and are not a suitable or appropriate
investment for all investors. The Notes shall not be offered, sold, or otherwise made available to retail
clients in any jurisdiction of the EEA or UK Retail Clients (each as defined herein). Prospective investors
are referred to the section headed "Prohibition on marketing and sales to retail investors" on page v to
vi of this Prospectus for further information.
Investing in the Notes involves certain risks. See "Risk Factors" beginning on page 2 below for
risk factors relevant to an investment in the Notes.
The Notes will be issued in registered form and subscribed and may be held in denominations of
US$200,000 and integral multiples of US$1,000 in excess thereof. Delivery of the Notes will be made on
or about February 22, 2024, in book-entry form only, through the facilities of The Depository
Trust Company ("DTC"), for the accounts of its participants, including Clearstream Banking, société
anonyme ("Clearstream, Luxembourg"), and Euroclear Bank S.A./N.V. ("Euroclear").
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as
amended (the "Securities Act"). Accordingly, the Issuer is offering the Notes only (1) to Qualified
Institutional Buyers ("QIBs") within the meaning of Rule 144A under the Securities Act
("Rule 144A") and (2) outside the United States to non-U.S. persons in reliance on Regulation S
under the Securities Act ("Regulation S"). Prospective purchasers are hereby notified that
sellers of the Notes may be relying on the exemption from the provisions of Section 5 of the
Securities Act provided by Rule 144A.
Copies of this Prospectus will be available (a) free of charge from the head office of the Issuer at the
address given at the end of this Prospectus and (b) on the websites of the French Autorité des marchés
financiers (the "AMF") (www.amf-france.org) and of the Issuer (https://invest.bnpparibas/en/).
Application will be made to the AMF for approval of the final Prospectus in its capacity as competent
authority in France pursuant to Regulation (EU) 2017/1129, as amended, after having verified that the
information it contains is complete, coherent, and comprehensible. Such approval should not be
considered as an endorsement of the Issuer or the quality of the Notes that are the subject of this
Prospectus. Investors should make their own assessment of the opportunity to invest in such Notes.
Sole Bookrunner and Global Coordinator
BNP PARIBAS

Joint Lead Manager
SANTANDER


Co-Managers

NATIONAL BANK OF CANADA FINANCIAL MARKETS
SMBC NIKKO

The date of this Prospectus is February 15, 2024.

ii



The Issuer is responsible for the information contained and incorporated by reference in this
Prospectus. The Issuer has not authorized anyone to give prospective investors any other information,
and the Issuer takes no responsibility for any other information that others may give to prospective
investors. Prospective investors should carefully evaluate the information provided by the Issuer in light
of the total mix of information available to them, recognizing that the Issuer can provide no assurance
as to the reliability of any information not contained or incorporated by reference in this Prospectus. The
information contained or incorporated by reference in this Prospectus is accurate only as of the date
hereof, regardless of the time of delivery or of any sale of the Notes. It is important for prospective
investors to read and consider all information contained in this Prospectus, including the documents
incorporated by reference herein, in making an investment decision. Prospective investors should also
read and consider the information in the documents to which the Issuer has referred them under the
heading "Documents Incorporated by Reference" in this Prospectus.
This Prospectus has been prepared by the Issuer solely for use in connection with the placement of the
Notes. The Issuer and the initial purchasers listed in "Plan of Distribution" below (the "Initial
Purchasers") reserve the right to reject any offer to purchase for any reason.
Neither the U.S. Securities and Exchange Commission, any state securities commission nor any
other regulatory authority, has approved or disapproved of the Notes; nor have any of the
foregoing authorities passed upon or endorsed the merits of this offering or the accuracy or
adequacy of this Prospectus. Any representation to the contrary is a criminal offense.
The Notes are not insured by the U.S. Federal Deposit Insurance Corporation or any other
governmental deposit insurance agency.
The Notes have not been and will not be registered under the Securities Act or the securities law of any
U.S. state, and may not be offered or sold, directly or indirectly, in the United States or to, or for the
account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act or such state securities laws. The Notes are being
offered and sold in the United States only to Qualified Institutional Buyers (as defined in Rule 144A)
and outside the United States to non-U.S. persons in accordance with Regulation S under the Securities
Act.
In addition, until forty (40) calendar days after the commencement of the offering, an offer or sale of
Notes within the United States by a dealer (whether or not it is participating in the offering) may violate
the registration requirements of the Securities Act unless it is made pursuant to Rule 144A.
The distribution of this Prospectus and the offering and sale of the Notes in certain jurisdictions may be
restricted by law. The Issuer and the Initial Purchasers require persons in whose possession this
Prospectus comes to inform themselves about and to observe any such restrictions. This Prospectus
does not constitute an offer of, or an invitation to purchase, any of the Notes in any jurisdiction in which
such offer or invitation would be unlawful.
The Issuer is offering to sell, and is seeking offers to buy, the Notes only in jurisdictions where offers
and sales are permitted. This Prospectus does not constitute an offer to sell, or a solicitation of an offer
to buy, any Notes by any person in any jurisdiction in which it is unlawful for such person to make such
an offer or solicitation. Neither the delivery of this Prospectus nor any sale made under it implies that
there has been no change in the Issuer's affairs or that the information contained or incorporated by
reference in this Prospectus is correct as of any date after the date of this Prospectus.
Prospective investors must:
comply with all applicable laws and regulations in force in any jurisdiction in connection with the
possession or distribution of this Prospectus and the purchase, offer or sale of the Notes; and
obtain any consent, approval or permission required to be obtained by them for the purchase, offer or
sale by them of the Notes under the laws and regulations applicable to them in force in any jurisdiction
to which they are subject or in which they make such purchases, offers or sales; and neither the Issuer
nor the Initial Purchasers shall have any responsibility therefor.
By purchasing the Notes, investors will be deemed to have made the acknowledgements,
representations, warranties, and agreements described under the heading "Notice to U.S. Investors" in
iii



this Prospectus. Investors should understand that they may be required to bear the financial risks of
their investment for an indefinite period of time.
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 or superseded, 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. Consequently no key information document required by the Regulation (EU) No.
1286/2014 on key information documents for packaged and retail and insurance-based investment
products (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 the domestic law of the UK by virtue
of the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a customer within the meaning of the
provisions of the Financial Services Market Act 2000 ("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 domestic
law by virtue of the EUWA. Consequently, no key information document required by Regulation (EU)
No 1286/2014 as it forms part of the domestic law of the UK 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 / Professional investors and ECPs only target market
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 referred to in item 19 of the Guidelines
published by the ESMA on August 3, 2023, has led to the conclusion that: (i) the target market for the
Notes is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all
channels for distribution of the Notes to eligible counterparties and professional clients are appropriate.
The target market assessment indicates that the Notes are incompatible with the knowledge,
experience, needs, characteristics and objectives of clients which are EEA retail investors and
accordingly the Notes shall not be offered or sold to any EEA retail investors. Any person subsequently
offering, sel ing 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.
Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making or
accepting an offer to purchase, any Notes (or any beneficial interests therein) from the Issuer and/or
the Initial Purchasers, the foregoing representations, warranties, agreements and undertakings will be
given by and be binding upon both the agent and its underlying client.
UK MIFIR product governance / Professional investors and ECPs only target market
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 the ESMA on February 5, 2018, has led to the conclusion that: (i) the target market for the
Notes is only eligible counterparties, as defined in the Financial Conduct Authority ("FCA") Conduct of
Business Sourcebook ("COBS"), and professional clients, as defined in Regulation (EU) No 600/2014
iv



as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MiFIR");
and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients 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.
Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making or
accepting an offer to purchase, any Notes (or any beneficial interests therein) from the Issuer and/or
the Initial Purchasers, the foregoing representations, warranties, agreements and undertakings will be
given by and be binding upon both the agent and its underlying client.
Prohibition on marketing and sales to retail investors

1.
The Notes discussed in this Prospectus are complex financial instruments with high risk. They
are not a suitable or appropriate investment for all investors, especially retail investors. In some
jurisdictions (including the UK), regulatory authorities have adopted or published laws,
regulations or guidance with respect to the offer or sale of securities such as the Notes.
Potential investors in the Notes should inform themselves of, and comply with, any applicable
laws, regulations or regulatory guidance with respect to any resale of the Notes (or any
beneficial interests therein).

2.
(A)
In the UK, the FCA COBS requires, in summary, that the Notes should not be offered
or sold to retail clients (as defined in COBS 3.4 and each a "retail client") in the UK.

(B)
Some or all of the Initial Purchasers are required to comply with COBS.

(C)
By purchasing, or making or accepting an offer to purchase, any Notes (or a beneficial
interest in such Notes) from the Issuer and/or the Initial Purchasers, each prospective
investor represents, warrants, agrees with and undertakes to the Issuer and each of
the Initial Purchasers that:

(i) it is not a retail client in the UK;

(ii) it will not sell or offer the Notes (or any beneficial interest therein) to retail
clients in the UK or communicate (including the distribution of the Prospectus)
or approve an invitation or inducement to participate in, acquire or underwrite
the Notes (or any beneficial interests therein) where that invitation or
inducement is addressed to or disseminated in such a way that it is likely to be
received by a retail client in the UK.

(D)
In selling or offering the Notes or making or approving communications relating to the
Notes prospective investors may not rely on the limited exemptions set out in COBS.

3.
The obligations in paragraph 2 above are in addition to the need to comply at all times with all
other applicable laws, regulations and regulatory guidance (whether inside or outside the EEA
or the UK) relating to the promotion, offering, distribution and/or sale of the Notes (or any
beneficial interests therein), whether or not specifically mentioned in the Prospectus, including
(without limitation) any requirements under MiFID II or the UK FCA Handbook as to determining
the appropriateness and/or suitability of an investment in the Notes (or any beneficial interests
therein) for investors in any relevant jurisdiction. By purchasing, or making or accepting an offer
to purchase, any Notes (or a beneficial interest in such Notes) from the Issuer and/or the Initial
Purchasers each prospective investor represents, warrants, agrees with and undertakes to the
v



Issuer that it will comply, at all times, with all such other applicable laws, regulations and
regulatory guidance.

Singapore SFA Product Classification
Notification under Section 309B of the Securities and Futures Act 2001 (2020 Revised Edition) of
Singapore, as modified or amended from time to time (the "SFA") ­ solely for the purposes of its
obligations under the SFA, the Issuer has determined, and hereby notifies all relevant persons (as
defined in Section 309A of the SFA) that the Notes are "prescribed capital markets products" (as defined
in the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore) and "Excluded
Investment Products" (as defined in the Monetary Authority of Singapore (the "MAS") Notice 8 SFA 04-
N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on
Recommendations on Investment Products).
Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making or
accepting an offer to purchase, any Notes (or any beneficial interests therein) from the Issuer and/or
the Initial Purchasers the foregoing representations, warranties, agreements, and undertakings will be
given by and be binding upon both the agent and its underlying client.
Prospective investors acknowledge that they have not relied on the Initial Purchasers, or any person
affiliated with the Initial Purchasers in connection with their investigation of the accuracy of such
information or their investment decision. In making an investment decision, prospective investors must
rely on their own examination of the Issuer and the terms of this offering, including the merits and risks
involved.
The Initial Purchasers are not making any representation or warranty, express or implied, as to the
accuracy or completeness of the information contained or incorporated by reference in this Prospectus.
Prospective investors should not rely upon the information contained or incorporated by reference in
this Prospectus as a promise or representation by the Initial Purchasers, whether as to the past or the
future. The Initial Purchasers assume no responsibility for the accuracy or completeness of such
information.
Neither the Initial Purchasers, nor the Issuer, nor any of their respective representatives, are making
any representation to prospective investors regarding the legality of an investment in the Notes.
Prospective investors should consult with their own advisers as to legal, tax, business, financial and
related aspects of an investment in the Notes. Investors must comply with all laws applicable in any
place in which they buy, offer, or sell the Notes or possess or distribute this Prospectus, and they must
obtain all applicable consents and approvals. Neither the Initial Purchasers nor the Issuer shall have
any responsibility for any of the foregoing legal requirements.
The Issuer and the Initial Purchasers reserve the right to withdraw this offering at any time before
closing, to reject any offer to purchase, in whole or in part, for any reason, or to sell less than the amount
of Notes offered by this Prospectus.
AVAILABLE INFORMATION
To permit compliance with Rule 144A in connection with sales of the Notes, for as long as any of the
Notes remain outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the
Securities Act, the Issuer will furnish upon the request of a holder of the Notes or of a beneficial owner
of an interest therein, or to a prospective purchaser of such Notes or beneficial interests designated by
a holder of the Notes or a beneficial owner of an interest therein to such holder, beneficial owner or
prospective purchaser, the information required to be delivered under Rule 144A(d)(4) under the
Securities Act and will otherwise comply with the requirements of Rule 144A(d)(4) under the Securities
Act, if at the time of such request, the Issuer is not a reporting company under Section 13 or Section
15(d) of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), or exempt from
reporting pursuant to Rule 12g3-2(b) under the Exchange Act.
NOTICE TO PROSPECTIVE INVESTORS
As Additional Tier 1 Capital instruments, the Notes are particularly complex financial instruments with
high risk which may not be a suitable investment for certain investors and, in particular, are not suitable
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or appropriate for retail investors. Potential investors in the Notes should have sufficient knowledge and
expertise (either alone or with a financial advisor) to analyze features such as the risk of interest
cancellation, the risk of Conversion in case of a Trigger Event, the risk that the Maximum Distributable
Amount may be insufficient to allow the Issuer to pay interest, the risk of deep subordination, the risk of
use of a Bail-In Tool by resolution authorities, and other complex features that distinguish the Notes
from more standard debt obligations. The Notes are not a suitable investment for investors that do not
possess such knowledge and expertise, and any such investors who nonetheless purchase the Notes
may face a significantly greater risk of loss than investors who do possess such knowledge and
expertise. For example, investors who regularly follow developments in the market for Additional Tier 1
Capital instruments may be in a position to react more quickly to market or regulatory events than
investors who are less aware of such developments, with the latter group of investors exposed to
potentially greater losses due to their slower reactivity. Potential investors should determine the
suitability of an investment in the Notes in light of their own circumstances, and in particular the risk that
their lack of relevant knowledge and expertise may cause them to lose all, or a significant portion of the
amount invested in the Notes.
This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the Initial
Purchasers to subscribe for, or purchase, any Notes.
The Initial Purchasers have not separately verified the information contained in this Prospectus. None
of the Initial Purchasers makes any representation, express or implied, or accepts any responsibility,
with respect to the accuracy or completeness of any of the information in this Prospectus. Neither this
Prospectus nor any other financial statements are intended to provide the basis of any credit or other
evaluation and should not be considered as a recommendation by any of the Issuer or the Initial
Purchasers that any recipient of this Prospectus or any other financial statements should purchase the
Notes. Each potential purchaser of Notes should determine for itself the relevance of the information
contained in this Prospectus and its purchase of Notes should be based upon such investigation as it
deems necessary. None of the Initial Purchasers undertakes to review the financial condition or affairs
of the Issuer during the life of the arrangements contemplated by this Prospectus nor to advise any
investor or potential investor in the Notes of any information coming to the attention of any of the Initial
Purchasers.
Any investor purchasing the Notes is solely responsible for ensuring that any offer or resale of the Notes
it purchased occurs in compliance with applicable laws and regulations.
In connection with the issue of the Notes, the Initial Purchaser(s) named as the stabilization manager(s)
(if any) (the "Stabilization Manager(s)") (or persons acting on behalf of any Stabilization Manager(s))
may over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a
level higher than that which might otherwise prevail. However, there is no assurance that the
Stabilization Manager(s) (or persons acting on behalf of a Stabilization Manager(s)) will undertake
stabilization action. Any stabilization action may begin on or after the date on which adequate public
disclosure of the terms of the offer of the Notes is made and, if begun, may be ended at any time, but
it must end no later than the earlier of thirty (30) calendar days after the Issue Date and sixty (60)
calendar days after the date of the allotment of the Notes. Any stabilization action or over-allotment
must be conducted by the relevant Stabilization Manager(s) (or persons acting on behalf of any
Stabilization Manager(s)) in accordance with all applicable laws and rules.
In the United Kingdom, this Prospectus is only being distributed to, and is only directed at, and any
investment or investment activity to which this Prospectus relates is available only to, and will be
engaged in only with, persons (i) having professional experience in matters relating to investments who
fall within the definition of "investment professionals" in Article 19(5) of the Financial Promotion Order;
or (ii) who are high net worth companies falling within Article 49(2)(a) to (d) of the Financial Promotion
Order, or other persons to whom it may otherwise be lawfully communicated (all such persons together
being referred to as "relevant persons"). The Notes are only available to, and any invitation, offer or
agreement to subscribe, purchase or otherwise acquire such Notes will be engaged in only with,
relevant persons. Persons who are not relevant persons should not take any action on the basis of this
Prospectus and should not act or rely on it.
The Prospectus may only be communicated in France to qualified investors as defined in Article 2(e) of
the Prospectus Regulation and in accordance with Articles L.411-1 and L.411-2 of the French Monetary
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