Obligation BNP Paribas SA 2.538% ( CAF1067PAA44 ) en CAD

BNP Paribas SA

100 % ⇌

France

CAF1067PAA44 ( en CAD )

2.538% par an ( paiement annuel )

13/07/2029

Prospectus brochure de l'obligation BNP Paribas CAF1067PAA44 en CAD 2.538%, échéance 13/07/2029

200 000 CAD

600 000 000 CAD

F1067PAA4

13/07/2025 ( Dans 51 jours )

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

L'Obligation émise par BNP Paribas SA ( France ) , en CAD, avec le code ISIN CAF1067PAA44, paye un coupon de 2.538% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 13/07/2029

EXECUTION COPY
FINAL TERMS SERIES 19560
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
(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
Regulation (EU) 2017/1129 (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 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 (the "UK Prospectus Regulation"). 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 manufacturer['s/s'] target market assessment) and determining
appropriate distribution channels.

1

Final Terms dated 7 July 2021
BNP PARIBAS
(incorporated in France)
(the Issuer)
Legal entity identifier (LEI): R0MUWSFPU8MPRO8K5P83
Issue of CAD 600,000,000 Senior Non Preferred Fixed Rate Resettable Notes due 2029
ISIN Code: CAF1067PAA44
under the 90,000,000,000
Euro Medium Term Note Programme
(the Programme)

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 English Law Notes" in
the Base Prospectus dated 2 July 2021 which received approval n° 21-273 from the Autorité des
marchés financiers ("AMF") on 2 July 2021 and each Supplement (if any) 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 (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 (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
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:
6 July 2021

Series Number:
19560

Tranche Number:
1
3.
Specified Currency:
CAD as defined in the definition of "Relevant
Currency" in Condition 4 (Payments, Physical
Delivery and Exchange of Talons)
4.
Aggregate Nominal Amount:

Series:
CAD 600,000,000

Tranche:
1
5.
Issue Price of Tranche:
100 per cent. of the Aggregate Nominal Amount
6.
Minimum Trading Size:
Not applicable.
7.
(i)
Specified Denomination:
CAD 200,000 and integral multiples of CAD1,000
thereafter

Calculation Amount:
CAD 1,000
8.
(i)
Issue Date:
13 July 2021

Interest Commencement
13 July 2021
Date:
9.
(i)
Maturity Date:
13 July 2029
(ii)
Business Day Convention Not applicable
for Maturity Date:
10.
Form of Notes:
Registered Global Notes registered in the name of
CDS (as defined below)
11.
Interest Basis:
2.538 per cent. 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:

3

15.
Put/Call Options:
Issuer Call (further particulars specified below)
16.
Exchange Rate:
Not applicable
17.
Status of the Notes:
Senior Non Preferred Notes
MREL/TLAC Criteria Event: 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(d) (No Gross-Up) of the Terms and
Conditions of the English Law Notes not applicable]
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
23.
Interest:
Applicable

Interest Period(s):
From (and including) the Interest Commencement
Date (as defined below) to (but excluding) the First
Reset Date (as defined below)
From (and including) the Reset Date to (but excluding
the Maturity Date)

Interest Period End
13 January and 13 July in each year from and
Date(s):
including 13 January 2022 to and including the
Maturity Date

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

Interest Payment Date(s):
13 January and 13 July in each year from and
including 13 January 2022 to and including the
Maturity Date

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

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

Margin(s):
+1.400 per cent. per annum from (and including) the
First Reset Date to (but excluding) the Maturity Date

Minimum Interest Rate:
As per Conditions

Maximum Interest Rate:
Not applicable

Day Count Fraction:
30/360 for calculation of interest for a full Interest
Period and Actual 365 (Fixed) for calculation of
interest for a period shorter than an Interest Period

Determination Dates:
Not applicable

Accrual to Redemption:
Applicable

Rate of Interest:
Fixed Rate (Resettable)

Coupon Rate:
Not applicable

4

24.
Fixed Rate Provisions:
Applicable

Fixed Rate of Interest:
Resettable Notes

Fixed Coupon Amount(s):
12.69 per Calculation Amount

Broken Amount(s):
Not applicable
25.
Resettable Notes:
Applicable
(a)
Initial Rate of
2.538 per cent. per annum payable semi-annually in
Interest:
arrear
(b)
Reset Rate:
Reference Bond Rate
(c)
First Margin:
+1.400 per cent. per annum
(d)
Initial Rate
Not applicable
Determination
Date:
(e)
Subsequent
Not applicable
Margin:
(f)
First Reset Date:
The Interest Payment Date falling on or about 13 July
2028.
(g)
Second Reset
Not applicable
Date:
(h)
Subsequent Reset Not applicable
Date(s):
(i)
Relevant Screen Bloomberg Screen GCAN12M
Page:
(j)
Mid-Swap Rate:
Not applicable
(k)
Mid-Swap Maturity: Not applicable
(l)
Reference Bond:
Screen Page Reference Bond Rate
(m)
Reset
The day falling one Toronto Business Day prior to the
Determination
First Reset Date
Date:
(n)
Relevant Time:
10:00 a.m. (Toronto time)
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
32.
Share Linked/ETI Share Linked
Not applicable
Interest Provisions:

33.
Inflation Linked Provisions: Not applicable

34.
Commodity Linked Interest
Not applicable
Provisions:

35.
Fund Linked Interest Provisions:
Not applicable

5

36.
ETI Linked Interest Provisions:
Not applicable
37.
Foreign Exchange (FX) Rate
Not applicable
Linked Interest Provisions:
38.
Underlying Interest Rate Linked
Not applicable
Interest Provisions:

39.
Additional Business Centre(s)
Toronto, TARGET2, New York City
(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):
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:
Applicable

Optional Redemption
The Interest Payment Date falling on or about 13 July
Date(s):
2028.

Optional Redemption
Not applicable
Valuation Date(s):

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

If redeemable in part:
Not applicable
(a)
Minimum
Not applicable
Redemption
Amount:
(b)
Higher
Not applicable
Redemption
Amount:

Notice period:
Minimum notice period: 30 calendar days

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

50.
Fund Linked Redemption Amount:
Not applicable

6

51.
Credit Linked Notes:
Not applicable
52.
ETI Linked Redemption Amount:
Not applicable
53.
Foreign Exchange (FX) Rate
Not applicable
Linked Redemption Amount:
54.
Underlying Interest Rate Linked
Not applicable
Redemption Amount:

55.
Events of Default for Senior Not applicable
Preferred Notes:

56.
Administrator/Benchmark Event:
Not applicable
57.
Early Redemption Amount:
Article 45b2(b) BRRD: Not applicable Final
Redemption Amount
58.
Provisions applicable to Physical
Not applicable
Delivery:
59.
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:
60.
CNY Payment Disruption Event:
Not applicable
GENERAL PROVISIONS APPLICABLE TO THE NOTES
61.
Form of Notes:

Registered Notes:

Registered Global Note (CAD 600,000,000 nominal
amount)
62.
Financial Centre(s) or other special
Toronto
provisions relating to Payment
Days for the purposes of
Condition 4(a):
63.
Talons for future Coupons or
No
Receipts to be attached to
definitive Notes (and dates on
which such Talons mature):
64.
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:
65.
Details relating to Notes
Not applicable
redeemable in instalments: amount
of each instalment, date on which
each payment is to be made:

7

66.
Redenomination, renominalisation Not applicable
and reconventioning provisions:
67.
Masse (Condition 12 of the Terms Not applicable
and Conditions of the French Law
Notes):
68.
Governing law:
English law. Condition 2(a) is governed by French
law.
69.
Calculation Agent:
BNP Paribas
DISTRIBUTION

70.
(i)
If syndicated, names of
Joint Lead Managers:
Managers and underwriting BMO Nesbitt Burns Inc.
commitments/quotas
(material features)
Scotia Capital Inc.
(specifying Lead Manager): TD Securities Inc.
CIBC World Markets Inc.
Desjardins Securities Inc.
National Bank Financial Inc.
RBC Dominion Securities Inc.

Co-Manager:
BNP Paribas (Canada) Valeurs Mobilières Inc.

Stabilisation Manager (if
Not applicable
any):

If non-syndicated, name of
Not applicable
relevant Dealer:
71.
U.S. Selling Restrictions:
Reg. S Compliance Category 2; TEFRA Not
applicable
72.
Non exempt Offer:
Not applicable
73.
Prohibition of Sales toRetail Prohibition of Sales to EEA Retail Investors:
Investors:
Applicable
Prohibition of Sales to UK Retail Investors:
Applicable

74.
Additional Canadian selling
Each Manager has acknowledged that the Base
restrictions:
Prospectus does not constitute and is not to be
construed as a public offering of Notes in any
jurisdiction in Canada. No securities commission or
similar regulatory authority in Canada has reviewed
the Base Prospectus or has in any way passed upon
the merits of Notes offered hereunder. No prospectus
has been filed with any such authority in connection
with Notes offered hereunder.
In respect of any offers of Notes in Canada, each
Manager that participates in the initial distribution of
any Notes, represents, warrants and agrees that:

8

(a)
the sale and delivery of any Notes to any
purchaser who is a resident of Canada or otherwise
subject to the laws of Canada or who is purchasing for
a principal who is a resident of Canada or otherwise
subject to the laws of Canada (each such purchaser
and principal a Canadian Purchaser) by it shall be
made so as to be exempt from the prospectus filing
requirements and exempt from or in compliance with
the dealer registration requirements of all applicable
securities laws and regulations, rulings and orders
made thereunder and rules, instruments and policy
statements issued and adopted by the relevant
securities regulator or regulatory authority, including
those applicable in each of the provinces and
territories of Canada (the Canadian Securities
Laws);
(b)
where required under applicable Canadian
Securities Laws, (i) it is appropriately registered or
entitled to rely on an exemption from registration
under the applicable Canadian Securities Laws in
each province or territory to sell and deliver the Notes
to each Canadian Purchaser that is a resident of, or
otherwise subject to the Canadian Securities Laws of,
such province or territory, and to whom it sells or
delivers any Notes or (ii) such sale and delivery will be
made through an affiliate of it that is so registered or
exempted and agrees to make such sale and delivery
in compliance with the representations, warranties
and agreements of the relevant Manager set out
herein;
(c)
it will ensure that each Canadian Purchaser
purchasing from it (i) has represented to it that such
Canadian Purchaser is a resident in, and subject to
the Canadian Securities Laws of, a province or
territory of Canada, or is a corporation, partnership or
other entity, resident and created in or organized
under the laws of Canada or any province or territory
thereof, (ii) has represented to it that such Canadian
Purchaser is an "accredited investor" as defined in
section 1.1 of National Instrument 45-106 -
Prospectus Exemptions (NI 45-106) or, if in Ontario,
subsection 73.3(1) of the Securities Act (Ontario) and
which category set forth in the relevant definition of
"accredited investor" correctly and in all respects
describe such Canadian Purchaser and is also a
"Canadian permitted client" as such term is defined in
National Instrument 31-103

Registration
Requirements, Exemptions and Ongoing Registrant
Obligations, (iii) has represented to it that such
Canadian Purchaser is not a person created or used
solely to purchase or hold the Notes as an "accredited
investor" as described in paragraph (m) of the
definition of "accredited investor" in section 1.1 of NI
45-106 and (iv) consents to disclosure of all required
information about the purchase to the relevant
Canadian securities regulatory authorities;

9

(d)
the offer and sale of the Notes were not made
through or accompanied by any advertisement of the
Notes, including, without limitation, in printed media of
general and regular paid circulation, radio, television
or telecommunications, including electronic display,
or any other form of advertising or as part of a general
solicitation in Canada;
(e)
it has not provided and will not provide to any
Canadian Purchaser any document or other material
that would constitute an offering memorandum (other
than the Base Prospectus);
(f)
it will ensure that each Canadian Purchaser is
advised that no securities commission, stock
exchange or other similar regulatory authority in
Canada has reviewed or in any way passed upon the
Base Prospectus or the merits of the Notes described
therein, nor has any such securities commission,
stock exchange or other similar regulatory authority in
Canada made any recommendation or endorsement
with respect to, the Notes;
(g)
it has not made and it will not make any
written or oral representations to any Canadian
Purchaser: (i) that any person will resell or repurchase
the Notes purchased by such Canadian Purchaser; (ii)
that the Notes will be freely tradeable by the Canadian
Purchaser without any restrictions or hold periods; (iii)
that any person will refund the purchase price of the
Notes; or (iv) as to the future price or value of the
Notes;
(h)
it will inform each Canadian Purchaser: (i)
that the relevant Issuer is not a "reporting issuer" (as
such term is defined under applicable Canadian
Securities Laws) and is not, and may never be, a
reporting issuer in any province, or territory of Canada
and there currently is no public market in Canada for
any of the Notes, and one may never develop; (ii) that
the Notes will be subject to resale restrictions under
applicable Canadian Securities Laws; and (iii) such
Canadian Purchaser's name and other specified
information will be disclosed to the relevant Canadian
securities regulators or regulatory authorities and may
become available to the public in accordance with
applicable laws; and
(i)
it will provide to the Issuer the information
pertaining to each Canadian purchaser as required to
be disclosed in Form 45-106F1 under NI 45-106 and
the related schedules under Form 45-106F1 as soon
as possible and in any event within ten (10) business
days of the Issue Date, which Form 45-106F1 is
required to be filed by the Issuer under NI 45-106 with
the Canadian Securities Commissions or securities
regulatory authority for the Canadian province in
which each Canadian purchaser resides.

10