Obligation BNP Paribas SA 2% ( FR0014005E43 ) en GBP

BNP Paribas SA

67.75 % ▲

France

FR0014005E43 ( en GBP )

2% par an ( paiement annuel )

12/09/2036

Prospectus brochure de l'obligation BNP Paribas FR0014005E43 en GBP 2%, échéance 12/09/2036

13/09/2025 ( Dans 113 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 GBP, avec le code ISIN FR0014005E43, paye un coupon de 2% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 12/09/2036

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 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");
(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.
UK MiFIR product governance / target market assessment Solely for the purposes of the
manufacturer's product approval process, the target market assessment in respect of the Notes, taking
into account the five categories referred to in item 18 of the Guidelines published by ESMA on 5
February 2018 (in accordance with the FCA's policy statement entitled "Brexit our approach to EU non-
legislative materials"), has led to the conclusion that: (i) the target market for the Notes is eligible
counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS") and
professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by
virtue of the EUWA ("UK MiFIR"). 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.

1

Final Terms dated 9 September 2021
BNP PARIBAS
(incorporated in France)
(the Issuer)
Legal entity identifier (LEI): R0MUWSFPU8MPRO8K5P83
Issue of GBP 600,000,000 Fixed Rate Senior Non Preferred Notes due 13 September 2036
ISIN Code: FR0014005E43
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 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 "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,
any Supplement(s) to the Base Prospectus and these Final Terms are available for viewing on
the AMF website (www.amf-france.org) and 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 September 2021

Series Number:
19599

Tranche Number:
1
3.
Specified Currency:
Great British Pounds ("GBP")
4.
Aggregate Nominal Amount:

Series:
GBP 600,000,000

Tranche:
GBP 600,000,000
5.
Issue Price of Tranche:
99.526 per cent. of the Aggregate Nominal Amount
6.
Minimum Trading Size:
Not applicable
7.
(i)
Specified Denomination:
GBP 100,000
(ii)
Calculation Amount:
GBP 100,000
8.
(i)
Issue Date:
13 September 2021

Interest Commencement
Issue Date
Date:
9.
(i)
Maturity Date:
13 September 2036
(ii)
Business Day Convention Following
for Maturity Date:
10.
Form of Notes:
Bearer
11.
Interest Basis:
2.000 per cent. Fixed Rate per annum (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:
Not applicable
16.
Exchange Rate:
Not applicable

3

17.
Status of the Notes:
Senior Non Preferred Notes
MREL/TLAC Criteria Event: Not applicable
18.
Knock-in Event:
Not applicable
19.
Knock-out Event:
Not applicable
20.
Method of distribution:
Syndicated
21.
Hybrid Notes:
Not applicable
22.
Tax Gross-Up:
Condition 6(e) (No Gross-Up) of the Terms and
Conditions of the French Law Notes not applicable
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
23.
Interest:
Applicable

Interest Period(s):
As per Conditions

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

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

Interest Payment Date(s):
13 September in each year, from and including 13
September 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):
Not applicable

Minimum Interest Rate:
Not applicable

Maximum Interest Rate:
Not applicable

Day Count Fraction:
Actual/Actual ICMA unadjusted

Determination Dates:
13 September in each year

Accrual to Redemption:
Applicable

Rate of Interest:
Fixed Rate

Coupon Rate:
Not applicable
24.
Fixed Rate Provisions:
Applicable

Fixed Rate of Interest:
2.000 per cent. per annum payable annually in arrear
on each Interest Payment Date

Fixed Coupon Amount(s):
GBP 2,000 per Calculation Amount

Broken Amount(s):
Not applicable
25.
Resettable Notes:
Not applicable
26.
Floating Rate Provisions:
Not applicable
27.
Screen Rate Determination:
Not applicable
28.
ISDA Determination:
Not applicable

4

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, London
(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:
Not applicable
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:
54.
Underlying Interest Rate Linked
Not applicable
Redemption Amount:

5

55.
Events of Default for Senior Not applicable
Preferred Notes:
56.
Administrator/Benchmark Event:
Not applicable
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, London
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

6

69.
Calculation Agent:
BNP Paribas
DISTRIBUTION

70.
(i)
If syndicated, names of
Lead Manager
Managers (specifying Lead
BNP Paribas
Manager):
Joint Lead Managers
Banco Santander, S.A.
Barclays Bank Ireland PLC

Stabilisation Manager (if
BNP Paribas
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 to Retail Prohibition of Sales to EEA Retail Investors:
Investors:
Applicable

Prohibition of Sales to UK Retail Investors:
Applicable
74.
United States Tax Considerations
The Notes are not Specified Securities for the purpose
of Section 871(m) of the U.S. Internal Revenue Code
of 1986.

7

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 from/on or around 13
September 2021.
(ii)
Estimate of total expenses
EUR 12,000
related to admission to
trading:
2.
Ratings

Ratings:
The Notes to be issued are expected to be rated:
- Baa1 by Moody's France SAS ("Moody's"),
- A- by S&P Global Ratings Europe Limited, France
Branch ("S&P")
- A+ by Fitch Ratings Ireland Limited ("Fitch") and
- A (High) by DBRS Ratings GmbH ("DBRS").

Moody's, S&P, Fitch and DBRS is established in the
European Union and is registered under Regulation
(EC) No. 1060/2009 (as amended) (the "CRA
Regulation") or under the CRA Regulation as it forms
part of UK domestic law by virtue of the European
Union (Withdrawal) Act 2018.

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 'A'
is somewhat more susceptible to the adverse effects
of changes in circumstances and economic
conditions than obligations in higher-rated categories.
However, the obligor's capacity to meet its financial
commitments on the obligation is still strong. 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. The Issuer may be vulnerable to
future events, but qualifying negative factors are
considered manageable. All rating categories other

9

than AAA and D also contain subcategories (high)
and (low).
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, and Estimated Net Proceeds
(i)
Reasons for the offer:
See "Use of Proceeds" wording in the Base
Prospectus.
(ii)
Estimated net proceeds:
GBP 594,456,000
5.
Operational Information

(i)
ISIN:
FR0014005E43
(ii)
Common Code:
238613990
(iii)
CFI:
DTFUFB
(iv)
FISN:
BNP PARIBAS/2 MTN 20360913
(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)
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
safe-keeper. Note that this does not necessarily
mean that the Notes will then be recognised as
eligible collateral for Eurosystem monetary policy and
intra day credit operations by the Eurosystem at any
time during their life. Such recognition will depend
upon the ECB being satisfied that Eurosystem
eligibility criteria have been met.
(ix)
Name and address of
Not applicable
Registration Agent:
6.
Fixed Rate Notes only Yield

Indication of yield:
2.037 per cent. per annum
The yield is calculated at the Issue Date on the basis
of the Issue Price. It is not an indication of future yield.

10