Obligation BNP Paribas SA 2.5% ( FR0014009HA0 ) en EUR

BNP Paribas SA

98.07 % ▼

France

FR0014009HA0 ( en EUR )

2.5% par an ( paiement annuel )

30/03/2032

Prospectus brochure de l'obligation BNP Paribas FR0014009HA0 en EUR 2.5%, échéance 30/03/2032

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31/03/2026 ( Dans 147 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.

Cet instrument de dette à revenu fixe, identifié par le code ISIN FR0014009HA0, a été émis par BNP Paribas, une institution financière française de premier plan et acteur bancaire majeur à l'échelle mondiale offrant une gamme étendue de services financiers. Libellée en Euros (EUR) et émise depuis la France, cette obligation est actuellement cotée sur le marché à 97.18% de sa valeur nominale, indiquant qu'elle se négocie à un escompte. Elle propose un taux d'intérêt nominal de 2.5% par an, avec un paiement des coupons annuel, et sa date d'échéance est fixée au 30 mars 2032, moment auquel le capital principal sera remboursé aux porteurs.

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 (i ) 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 (i i) 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");
(i ) 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 (i i)
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 (i ) al 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, sel ing 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 29 March 2022
BNP PARIBAS
(incorporated in France)
(the Issuer)
Legal entity identifier (LEI): R0MUWSFPU8MPRO8K5P83
Issue of EUR 1,500,000,000 Resettable Subordinated Tier 2 Notes due March 2032
ISIN Code: FR0014009HA0
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 shal 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 each 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 (i ) provides for any change to the Conditions of the
Notes such changes shal 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
https://invest.bnpparibas/en/
and
https://rates-
globalmarkets.bnpparibas.com/gm/Public/LegalDocs.aspx and, with these Final Terms, on the
AMF website (www.amf-france.org) 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:
25 March 2022

Series Number:
19733

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

Series:
EUR 1,500,000,000

Tranche:
EUR 1,500,000,000
5.
Issue Price of Tranche:
99.930 per cent. of the Aggregate Nominal Amount
6.
Minimum Trading Size:
Not applicable
7.
(i)
Specified Denomination:
EUR 100,000
(i )
Calculation Amount:
EUR 100,000
8.
(i)
Issue Date:
31 March 2022

Interest Commencement
Date:
Issue Date
9.
(i)
Maturity Date:
Interest Payment Date falling in or nearest to 31
March 2032
(i )
Business Day Convention Following
for Maturity Date:
10.
Form of Notes:
Bearer
11.
Interest Basis:
Resettable
12.
Coupon Switch:
Not applicable
13.
Redemption/Payment Basis:
Redemption at par
14.
Change of Interest Basis or
Not applicable
Redemption/Payment Basis:
15.
Put/Call Options:
Issuer Call (further particulars specified below)
16.
Exchange Rate:
Not applicable

3

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 March in each year, from and including 31 March
Date(s):
2023

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

Interest Payment Date(s):
31 March in each year, from and including 31 March
2023

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

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

Margin(s):
+ 1.600 per cent. per annum 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 March 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:
2.500 per cent. per annum payable annually in arrear

Reset Rate:
Mid-Swap Rate

Initial Margin:
Not applicable

Initial Rate Determination Not applicable
Date:

First Margin:
+1.600 per cent. per annum

Subsequent Margin:
Not applicable

4

First Reset Date:
The Interest Payment Date falling on or about 31
March 2027

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: 5-year Mid-Swap Rate 0.915%

Reset Maturity Initial Mid-Swap Rate Final Fal back:
Not applicable

Last Observable Mid-Swap Rate Final Fallback: Not
applicable

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
Interest Provisions:
Not applicable
33.
Inflation Linked Interest Provisions: Not applicable
34.
Commodity Linked Interest
Provisions:
Not applicable
35.
Fund Linked Interest Provisions:
Not applicable
36.
ETI Linked Interest Provisions:
Not applicable
37.
Foreign Exchange (FX) Rate
Linked Interest Provisions:
Not applicable
38.
Underlying Interest Rate Linked
Interest Provisions:
Not applicable
39.
Additional Business Centre(s)
(Condition 3(f) of the Terms and
Conditions of the English Law
Notes or Condition 3(f) of the
Terms and Conditions of the
TARGET2

5

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):
March 2027

Optional Redemption
Valuation Date(s):
Not applicable

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

If redeemable in part:

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

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:
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

6

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
provisions relating to Payment
Days for the purposes of
Condition 4(a):
TARGET2
63.
Talons for future Coupons or
Receipts to be attached to
definitive Notes (and dates on
which such Talons mature):
No
64.
Details relating to Partly Paid
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:
Not applicable
65.
Details relating to Notes
redeemable in instalments: amount
of each instalment, date on which
each payment is to be made:
Not applicable
66.
Redenomination, renominalisation
and reconventioning provisions:
Not applicable
67.
Masse (Condition 12 of the Terms
and Conditions of the French Law Contractual representation of Noteholders/No Masse
Notes):
shal apply.
68.
Governing law:
French law
69.
Calculation Agent:
BNP Paribas

7

DISTRIBUTION

70.
(i)
If syndicated, names of
Lead Manager:
Managers (specifying Lead
Manager):
BNP Paribas
Joint Lead Managers:
Banco Santander, S.A.
CaixaBank S.A.
Commerzbank Aktiengesel schaft
Coöperatieve Rabobank U.A.
Intesa Sanpaolo S.p.A.
Nordea Bank Abp
Co-Lead Managers:
Banca Akros S.p.A. Gruppo Banco BPM
Banco de Sabadell, S.A.
HYPO NOE Landesbank für Niederösterreich und
Wien AG
KBC Bank NV
OP Corporate Bank plc

Date of Subscription
Agreement:
29 March 2022

Stabilisation Manager (if
any):
BNP Paribas

If non-syndicated, name of
relevant Dealer:
Not applicable
71.
U.S. Sel ing 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.

8

PART B OTHER INFORMATION

1.
Listing and Admission to trading
(i)
Listing and admission to
Application wil be made by the Issuer (or on its
trading:
behalf) for the Notes to be admitted to trading on
Euronext Paris with effect from or on 31 March 2022.
(i )
Estimate of total expenses EUR 8,500
related to admission to
trading:
2.
Ratings

Ratings:
The Notes to be issued are expected to be rated:
- Baa2 by Moody's France S.A.S. ("Moody's"),
- BBB+ by S&P Global Ratings Europe Limited
("S&P")
- A- by Fitch Ratings Ireland Limited ("Fitch") and
- A by DBRS Ratings GmbH ("DBRS Morningstar").
According to Moody's' definitions, obligations rated
`Baa' are judged to be medium-grade and subject to
moderate credit risk and as such may possess certain
speculative characteristics. The modifier 2 indicates a
mid-range ranking.
According to S&P's definitions, an obligation rated
'BBB' exhibits adequate protection parameters.
However, adverse economic conditions or changing
circumstances are more likely to weaken the obligor's
capacity to meet its financial commitments on the
obligation. The addition of a plus (+) or minus (-) sign
shows relative standing within the rating categories.
According to Fitch's definitions, `A' ratings denote
expectations of low default risk. The capacity for
payment of financial commitments is considered
strong. This capacity may, nevertheless, be more
vulnerable to adverse business or economic
conditions than is the case for higher ratings. The
modifier "-" is appended to denote relative status
within major rating categories.
According to DBRS' definitions, `A' rating means good
credit quality. The capacity for the payment of
financial obligations is substantial, but of lesser credit
quality than AA. may be vulnerable to future events,
but qualifying negative factors are considered
manageable. Al rating categories other than AAA and
D also contain subcategories (high) and (low).

Each of Moody's, S&P, Fitch and DBRS Morningstar
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.

10