Obligation BNP Paribas SA 0.875% ( FR00140057U9 ) en EUR

BNP Paribas SA

100 % ▲

France

FR00140057U9 ( en EUR )

0.875% par an ( paiement annuel )

30/08/2033

Prospectus brochure de l'obligation BNP Paribas FR00140057U9 en EUR 0.875%, échéance 30/08/2033

100 000 EUR

1 000 000 000 EUR

31/08/2026 ( Dans 266 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 EUR, avec le code ISIN FR00140057U9, paye un coupon de 0.875% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 30/08/2033

FINAL TERMS
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 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 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 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");
(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 to eligible
counterparties and professional clients 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.

Final Terms dated 27 August 2021
BNP PARIBAS
(incorporated in France)
(the Issuer)
Legal entity identifier (LEI): R0MUWSFPU8MPRO8K5P83
Issue of EUR 1,000,000,000 Fixed Rate Resettable Subordinated Tier 2 Notes due August 2033
ISIN Code: FR00140057U9
under the 90,000,000,000
Euro Medium Term Note Programme
(the Programme)

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 2 July 2021 which received approval n° 21-273 from the Autorité des
marchés financiers ("AMF") on 2 July 2021 and the Supplement to the Base Prospectus published and
approved on or before the date of these Final Terms (copies of which are available as described below)
(the "Supplement") 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, any Supplement(s) to the Base Prospectus and these Final Terms are
available
for
viewing
on
the
AMF
website
(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:
23 August 2021

Series Number:
19592

Tranche Number:
1
3.
Specified Currency:
EURO ("EUR" or "")
4.
Aggregate Nominal Amount:

Series:
EUR 1,000,000,000

Tranche:
EUR 1,000,000,000
5.
Issue Price of Tranche:
99.885 per cent. of the Aggregate Nominal Amount
6.
Minimum Trading Size:
Not applicable
7.
(i)
Specified Denomination:
EUR 100,000
8.
(i)
Issue Date:
31 August 2021

Interest Commencement
Issue Date
Date:
9.
(i)
Maturity Date:
31 August 2033
(ii)
Business Day Convention Following
for Maturity Date:
10.
Form of Notes:
Bearer Notes
11.
Interest Basis:
Resettable
0.875 per cent. Fixed Rate per annum from and
including the Interest Commencement Date to but
excluding the First Reset Date
EUR 5-Year Mid-Swap Rate + 1.170 per cent. per
annum Floating Rate from and including the First
Reset Date to but excluding the Maturity Date.

(further particulars specified below)
12.
Coupon Switch:
Not applicable
13.
Redemption/Payment Basis:
Redemption at par

2

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:
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
31 August in each year from and including 31 August
Date(s):
2022 to and including the Maturity Date

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

Interest Payment Date(s):
31 August in each year from and including 31 August
2022 to and including the Maturity Date

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

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

Margin(s):
+1.170 per cent. per annum applicable from and
including the First Reset Date (as defined below) to
but excluding the Maturity Date

Minimum Interest Rate:
As per Conditions

Maximum Interest Rate:
Not applicable

Day Count Fraction:
Actual/Actual (ICMA) unadjusted

Determination Dates:
31 August in each year

Accrual to Redemption:
Applicable

Rate of Interest:
Resettable

Coupon Rate:
Not applicable
24.
Fixed Rate Provisions:
Not applicable
25.
Resettable Notes:
Applicable

Initial Rate of Interest:
0.875 per cent. per annum payable annually in arrear

Reset Rate:
Mid-Swap Rate plus the Initial Margin

Initial Margin:
+1.170 per cent. per annum

3

Initial Rate Determination 31 August in each year
Date:

First Margin:
1.170 per cent. per annum

Subsequent Margin:
Not applicable

First Reset Date:
The Interest Payment Date falling on or about 31
August 2028

Second Reset Date:
Not applicable

Subsequent Reset Date(s):
Not applicable

Relevant Screen Page:
Bloomberg Page ICAE1

Mid-Swap Rate:
Single Mid-Swap Rate
Initial Mid-Swap Rate Final Fallback: Applicable

Initial Mid-Swap Rate: -0.278 per cent

Mid-Swap Maturity:
5-year

Mid-Swap
Floating
Leg Not applicable
Benchmark Rate:

Reference Bond:
Not applicable

Reset Determination Date:
The date falling 2 Business Days prior to the First
Reset Date

Relevant Time:
11:00 a.m. (Paris time)

CMT Rate Maturity:
Not applicable

Initial CMT Rate:
Not applicable
26.
Floating Rate Provisions:
Not applicable
27.
Screen Rate Determination:
Not applicable
28.
ISDA Determination:
Not applicable
29.
FBF Determination:
Not applicable
30.
Zero Coupon Provisions:
Not applicable
31.
Index Linked Interest Provisions:
Not applicable
32.
Share Linked/ETI Share Linked
Not applicable
Interest Provisions:
33.
Inflation Linked Interest Provisions:
Not applicable
34.
Commodity Linked Interest
Not applicable
Provisions:

35.
Fund Linked Interest Provisions:
Not applicable
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)
TARGET2
(Condition 3(f) of the Terms and
Conditions of the English Law
Notes or Condition 3(f) of the

4

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 31
Date(s):
August 2028

Optional Redemption
Not applicable
Valuation Date(s):

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

If redeemable in part:

(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
51.
Credit Linked Notes:
Not applicable
52.
ETI Linked Redemption Amount:
Not applicable
53.
Foreign Exchange (FX) Rate
Not applicable
Linked Redemption Amount:
Not applicable
54.
Underlying Interest Rate Linked
Redemption Amount:
55.
Events of Default for Senior Not applicable
Preferred Notes:
56.
Administrator/Benchmark Event:
Not applicable

5

57.
Early Redemption Amount(s):
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:
Bearer Notes:
New Global Note:
No

Dematerialised Notes
Bearer dematerialised form (au porteur)
62.
Financial Centre(s) or other special
TARGET2
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:
66.
Redenomination, renominalisation Not applicable
and reconventioning provisions:
67.
Masse (Condition 12 of the Terms Contractual representation of Noteholders/No Masse
and Conditions of the French Law shall apply.
Notes):
68.
Governing law:
French law
69.
Calculation Agent:
BNP Paribas

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 admitted to trading on
Euronext Paris with effect on or around the Issue Date
(ii)
Estimate of total expenses
9,900
related to admission to
trading:
2.
Ratings
Ratings:
The Notes to be issued are expected to be rated:
"A" by DBRS Rating GmbH ("DBRS Morningstar")
"A-" by Fitch Ratings Ireland Limited ("Fitch")
"Baa2" by Moody's Investors Service Ltd.
("Moody's")
"BBB+" by S&P Global Ratings Europe Limited
("S&P").
Each of DBRS Morningstar, Fitch, and S&P is
established in the European Union and is registered
under Regulation (EC) No. 1060/2009 (as amended)
(the "CRA Regulation"). The ratings issued by
Moody's have been endorsed by Moody's France
SAS in accordance with the CRA Regulation.
Moody's France SAS is established in the European
Union and is registered under the CRA Regulation.
Moody's is established in the United Kingdom and is
registered in accordance with Regulation (EC) No.
1060/2009 as it forms part of domestic law by virtue
of the European Union (Withdrawal) Act 2018 (the
"UK CRA Regulation"). Moody's is included in the list
of credit rating agencies published by the Financial
Conduct Authority on its website
(https://register.fca.org.uk) in accordance with the
UK CRA Regulation. None of S&P, Fitch or DBRS
Morningstar
are
established
in
the
United
Kingdom, but each is part of a group in respect of
which one of its undertakings is (i) established in the
United Kingdom, and (ii) is registered in accordance
with the UK CRA Regulation. As such, the
ratings issued by
S&P, Fitch and DBRS
Morningstar may be used for regulatory purposes in
the United Kingdom in accordance with the UK CRA
Regulation until January 2022.
According to DBRS Morningstar Definitions, "A"
ratings denote 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.
According to Fitch Rating Definitions, "A" ratings
denote expectations of low default risk. The capacity
8

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.
According to Moody's Rating Symbols and
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 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.

3.
Interests of Natural and Legal Persons Involved in the Issue
Save for the fees payable to the Managers, so far as the Issuer is aware, no person involved
in the offer of the Notes has an interest material to the offer.
4.
Reasons for the Offer, Estimated Net Proceeds
(i)
Reasons for the offer:
See "Use of Proceeds" wording in Base Prospectus
(ii)
Estimated net proceeds:
EUR 995,100,000
5.
Operational Information

(i)
ISIN:
FR00140057U9
(ii)
Common Code:
238129079
(iii)
CFI:
DTFUGB
(iv)
FISN:
BNP PARIBAS/0.875 MTN 20330831
(v)
Any clearing system(s)
Not applicable
other than Euroclear
France Euroclear and
Clearstream, Luxembourg
approved by the Issuer and
the Principal Paying Agent
and the relevant
identification number(s):
(vi)
Delivery:
Delivery free of payment
(vii)
Additional Paying Agent(s)
Not applicable
(if any):
(viii)
CMU Instrument No.:
Not applicable
(ix)
CMU Lodging Agent:
Not applicable
(x)
CMU Paying Agent:
Not applicable
(xi)
Intended to be held in a
No. Whilst the designation is specified as "no" at the
manner which would allow
date of these Final Terms, should the Eurosystem
Eurosystem eligibility:
eligibility criteria be amended in the future such that
the Notes are capable of meeting them the Notes may

then be deposited with one of the ICSDs as common

9