Obligation BNP Paribas SA 6.875% ( FR001400BBL2 ) en EUR

BNP Paribas SA

104.5 % ▲

France

FR001400BBL2 ( en EUR )

6.875% par an ( paiement annuel )

Perpétuelle

Prospectus brochure de l'obligation BNP Paribas FR001400BBL2 en EUR 6.875%, échéance Perpétuelle

1 000 000 000 EUR

06/12/2025 ( Dans 32 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 FR001400BBL2, paye un coupon de 6.875% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le Perpétuelle

Prospectus dated 2 September 2022

BNP PARIBAS
(incorporated in France)
Issue of 1,000,000,000 Perpetual Fixed Rate Resettable Additional Tier 1 Notes
The 1,000,000,000 Perpetual Fixed Rate Resettable Additional Tier 1 Notes (the "Notes") will be issued by BNP
Paribas ("BNPP" or the "Issuer") on 6 September 2022 (the "Issue Date"). The principal and interest of the Notes 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 o f A rticle L. 228-97 o f th e
French Code de commerce. The Notes will be governed by, and construed in accordance with, French law.
The Notes shall bear interest on the Prevailing Outstanding Amount (as defined in Condition 2 (Interpretatio n) in th e
"Terms and Conditions of the Notes") at the applicable Rate of Interest from (and including) the Issue Date and interest
shall be payable semi-annually in arrear on 6 June and 6 December in each year commencing on 6 June 2023 (each an
"Interest Payment Date"). The amount of interest per Calculation Amount payable on each Interest Payment Date in
relation to an Interest Period falling in the period from (and including) the Issue Date to (but exclu d in g) th e In terest
Payment Date falling on or about 6 December 2029 (the "First Call Date") will be 6,875.00. There will be a long first
coupon in respect of the first Interest Period from and including the Issue Date to but excluding the first Interest
Payment Date (i.e. 6 June 2023), amounting to 10,293.72 per Calculation Amount.
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 occurring after each Reset Date will be equal to the Reset Rate o f In terest
which amounts to the sum of (a) the 5-Year Mid-Swap Rate plus (b) the Margin (4.645 per cent.), con verted fro m an
annual basis to a semi-annual basis as determined by the Calculation Agent, except that if the sum is less than zero, th e
Reset Rate of Interest will be equal to zero as described 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 wh o le o r in p art) o n an y
Interest Payment Date as set out in "Terms and Conditions of the Notes Cancellation of Interest Amounts". In terest
that is cancelled will 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. Noteholders do not have the right to call for th eir
redemption. The Issuer is not required to make any payment of the principal amount of the Notes at any time p rio r 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 approval of the Relevant Reg ulato r, red eem th e
Notes in whole, but not in part, on any Reset Date at their Original Principal Amount or at any time following the
occurrence of a Capital Event or a Tax Event at the Prevailing Outstanding Amount (each term as defin ed in "Terms
and Conditions of the Notes").
The Prevailing Outstanding Amount of the Notes will be written down if the Group CET1 Ratio on a
consolidated basis falls below 5.125 per cent. (each term as defined in Condition 2 (Interpretation) in "Terms and
Conditions of the Notes"). Noteholders may lose some or all of their investment as a result of a Write-Down.
Following such reduction, some or all of the principal amount of the Notes may, at the Issuer's discretion, be
reinstated, up to the Original Principal Amount, if certain conditions are met. See Condition 6 (Write-Down a nd
Reinstatement) in "Terms and Conditions of the Notes".
The Notes will, upon issue on the Issue Date, be inscribed (inscription en compte) in the books o f Eu ro clear Fran ce
which shall credit the accounts of the Account Holders (as defined in "Terms and Conditions o f th e No tes --Form,
Denomination and Title") including Euroclear Bank SA/NV ("Euroclear") and the depositary bank fo r Clears tream
Banking, S.A. ("Clearstream").
The Notes will be in dematerialised bearer form (au porteur) in the denomination of 200,000 each. The Notes will at
all times be represented in book entry form (inscriptions en compte) in the books of the Account Holders in compliance
with Articles L.211-3 et seq. and R.211-1 of the French Code monétaire et financier. No physical d o cumen t o f title
(including certificats représentatifs pursuant to Article R.211-7 of the French Code monétaire et fin a ncier) will b e
issued in respect of the Notes.

Application has been made for the Notes to be admitted to trading on Euronext Paris. Euronext Paris is a reg u lated
market for the purposes of the Markets in Financial Instruments Directive 2014/65/EU, as amended. Such admission to
trading is expected to occur as of the Issue Date or as soon as practicable thereafter.
The Notes are expected to be rated BBB- by S&P Global Ratings Europe Limited ("S&P"), Ba1 by Moody's Investors
Service Ltd. ("Moody's") and BBB by Fitch Ratings Ireland Limited ("Fitch").
The Issuer's long-term credit ratings are A+ with a stable outlook (Standard & Poor's), Aa3 with a stable outlook
(Moody's), AA- with a stable outlook (Fitch) and AA (low) with a stable outlook (DBRS Rating GmbH ("DBRS
Morningstar")). Each of S&P, Fitch and DBRS Morningstar is established in the European Union an d is reg is tered
under the 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 registered under the CRA Regulation. As such each of Standard & Poor's , M o ody's France
SAS, Fitch and DBRS Morningstar is included in the list of credit rating agencies published by the European Securities
and Markets Authority ("ESMA") on its website (at https://www.esma.europa.eu/supervision/credit-rating-
agencies/risk) in accordance with the CRA Regulation as of the date of this Prospectus. Moody's is establis hed in th e
United Kingdom (the "UK") and is registered in accordance with Regulation (EC) No. 1060/2009 as it fo rms p art o f
UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "UK CRA Regulation"). M o o dy's is
included in the list of credit rating agencies published by the Financial Conduct Authority on its websit e
(https://register.fca.org.uk) in accordance with the UK CRA Regulation as of the date of this Pros pectus. A s ecurity
rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal
at any time by the assigning rating agency.
Copies of this Prospectus will be available (a) free of charge from the head office of the Issuer at the address g iv en at
the end of this Prospectus and (b) on the websites of the AM F (www.amf-france.org) and of the Issuer
(www.invest.bnpparibas.com).
This document (the "Prospectus") constitutes a prospectus for the purposes of Article 6 of Regulation (EU) 2017/1129
of 14 June 2017, as amended (the "Prospectus Regulation"). This Prospectus has been approved by the Au torité d es
marchés financiers (the "AMF") in its capacity as competent authority in France pursuant to Prospectus Reg ulation
after having verified that the information it contains is complete, coherent and comprehensible. Such approval s h ould
not be considered as an endorsement of the Issuer or the quality of the Notes that are the subject o f th is Pro spectus.
Investors should make their own assessment of the opportunity to invest in such Notes.
An investment in the Notes involves certain risks. Prospective purchasers of the Notes should ensure that they
understand the nature of the Notes and the extent of their exposure to risks and that they consider the suitability o f
the Notes as an investment in the light of their own circumstances and financial condition. For a discussion of these
risks see "Risk Factors" below.
Global Coordinator, Sole Bookrunner and Lead Manager
BNP PARIBAS
Co-Managers
BARCLAYS
CITIGROUP
COMMERZBANK
HSBC
LA BANQUE POSTALE
MIZUHO
NYKREDIT BANK A/S
SWEDBANK

2

This Prospectus is to be read in conjunction with all documents which are incorporated herein by reference a s
described in "Documents Incorporated by Reference" below. This Prospectus shall be read and con strued o n
the basis that such documents are so incorporated and form part of this Prospectus.
The Managers (as defined in "Subscription and Sale" below) have not separa tely verified th e in fo rmation
contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and n o
responsibility is accepted by the Managers nor any of their respective affiliates as to the accuracy or
completeness of the information contained in this Prospectus or any other information provided by the Issuer in
connection with the Notes. The Managers accept no liability in relation to the information co nta ined in th is
Prospectus or any other information provided by the Issuer in connection with the Notes.
No person has been authorised to give any information or to make any representation not contained in o r n o t
consistent with this Prospectus or any further information supplied in connection with the Notes and, if given or
made, such information or representation must not be relied upon as having been authorised by the Issu er o r
any of the Managers.
In connection with the issue and sale of Notes, neither the Issuer nor its affiliates will, u n less a greed to th e
contrary in writing, act as a financial adviser to any Noteholder.
Neither this Prospectus nor any other information supplied in connection with the Notes is intended to p ro vide
the basis of any credit or other evaluation and should not be considered as recommendations by the Issu er o r
any of the Managers that any recipient of this Prospectus should purchase the Notes. Each investor
contemplating purchasing the Notes should make its own independent investigation of the financial con ditio n
and affairs, and its own appraisal of the creditworthiness, of the Issuer. Neither this Prospectus nor a n y o th er
information supplied in connection with the Notes constitutes an offer or invitation by or on behalf of the Issu er
or any of the Managers to any person to subscribe for or to purchase the Notes.
The delivery of this Prospectus does not at any time imply that the information contained herein concerning the
Issuer is correct at any time subsequent to the date of this Prospectus or that any other information supplied in
connection with the Notes is correct as of any time subsequent to the date indicated in the document containin g
the same. The Managers expressly do not undertake to review the financial condition or affa irs o f th e Issu er
during the life of the Notes. Prospective investors should review, inter alia, the most recently published audit ed
annual consolidated financial statements, unaudited semi-annual interim consolidated financial statements a n d
quarterly financial results of the Issuer, when deciding whether or not to purchase the Notes.
This Prospectus does not constitute, and may not be used for or in connection with, an offer to a n y p erson to
whom it is unlawful to make such offer or a solicitation by anyone not authorised so to act.
The distribution of this Prospectus and the offer or sale of the Notes may be restricted by law in certain
jurisdictions. Persons into whose possession this Prospectus or Notes come must inform themselves about, a n d
observe, any such restrictions. In particular, there are restrictions on the distribution of this Prospectus and the
offer or sale of the Notes in the European Economic Area ("EEA") (and certain member states th ereof) , th e
United Kingdom and the United States (see "Subscription and Sale" below).
The Notes have not been, and will not be, registered under the U.S. Securities Act o f 1 9 3 3, a s a men ded ( the
"Securities Act"), or with any securities regulatory authority of any state or other jurisdiction o f th e Un ited
States, and the Notes are subject to U.S. tax law requirements. Subject to certain exceptions, Notes ma y n o t b e
offered, sold or delivered 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 ("Regulation S") (see "Subscription and Sale" below).
This Prospectus has been prepared on the basis that any offer of the Notes in any member State of the European
Economic Area (each, a "Member State") will be made pursuant to an exemption under the Prospectus
Regulation from the requirement to publish a prospectus for offers of the Notes. Accordingly, any person
making or intending to make an offer in that Member State of the Notes may only d o so in circumstances in
which no obligation arises for the Issuer or any Manager to publish a prospectus pursuant to Article 3 o f th e
Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation, in each
case, in relation to such offer neither the Issuer nor any Manager have authorised, nor do they a u th orise, th e
making of any offer of the Notes in circumstances in which an obligation arises for the Issuer or any Manager to
publish or supplement a prospectus for such offer.
This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Notes in any
jurisdiction to any person to whom it is unlawful to make the offer or solicita tion in su ch ju risdictio n. Th e

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distribution of this Prospectus and the offer or sale of Notes may be restricted by law in certain ju risd ictions.
The Issuer and/or the Managers do not represent that this Prospectus may be lawfully distributed, or that Notes
may be lawfully offered, in compliance with any applicable registration or o th er req uirements in a n y su ch
jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any
such distribution or offering. In particular, no action has been taken by the Issuer and/or the Managers which is
intended to permit a public offering of Notes or distribution of this Prospectus in any jurisdiction where a ctio n
for that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, a n d n either
this Prospectus nor any advertisement or other offering material may be distributed or published in any
jurisdiction, except under circumstances that will result in compliance with any applicable laws and
regulations. Persons into whose possession this Prospectus or Notes may come must inform themselves a bo ut,
and observe, any such restrictions on the distribution of this Prospectus and the offering and sale o f No tes. In
particular, there are restrictions on the distribution of this Prospectus and the o ffer o r sa le o f No tes in the
United States, the European Economic Area (including France) and the United Kingdom, see "Subscription and
Sale" below.
In connection with the issue of the Notes, BNP Paribas as stabilising manager (the "Stabilising Manager") (o r
persons acting on behalf of any stabilising manager) 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 p reva il. Ho wever,
there is no assurance that the Stabilising Manager (or persons acting on behalf of a stabilising ma n ager) will
undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public
disclosure of final terms of the offer of the Notes is made and, if begun, may be ended at any time, b u t it mu st
end no later than the earlier of thirty (30) days after the issue date of the Notes and sixty (60) days after the date
of the allotment of the Notes. Any stabilisation action or over-allotment shall be conducted in accordance with
all applicable laws and rules.
In this Prospectus, references to "euro", "EURO", "Euro", "EUR" and "" refer to the currency introduced
at the start of the third stage of European economic and monetary union pursuant to the Treaty on the
Functioning of the European Union and as amended by the Treaty of Amsterdam.
MiFID II product governance / Professional investors and eligible counterparties only target market Solely
for the purposes of each manufacturer's product approval process, the target market assessment in respect o f
the Notes, taking into account the five categories referred to 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 only, each as defined in Directive 2014/65/EU (as amended, "M iFID II") ; a nd ( ii) a ll
channels for distribution of the Notes to eligible counterparties and professional clients are approp riate. An y
person subsequently offering, selling or recommending the Notes (a "distributor") should take into
consideration the manufacturers' target market assessment; however, a d istrib uto r su bject to MiFID II is
responsible for undertaking its own target market assessment in respect of the Notes ( b y either a dop ting o r
refining the manufacturers' target market assessment) and determining appropriate distribution channels.
PRIIPs Regulation / Prohibition of sales to EEA retail investors The Notes are not intended to b e o ffered,
sold or otherwise made available to and should not be offered, sold or otherwise made available to a n y reta il
investor in the European Economic Area ("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 MiFID II; or (ii) a customer within
the meaning of Directive 2016/97/EU, 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.
Consequently, no key information document required by Regulation (EU) No 1 2 86/201 4 , a s a men ded ( th e
"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.
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 ma de a vailable to a n y reta il
investor in the United Kingdom ("UK"). For these purposes, a retail investor means a person wh o is o n e ( or
more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms p a rt
of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a customer withi n
the meaning of the provisions of the FSMA and any rules or regulations made under the FS MA to implement
Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in poin t ( 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 1286/201 4, a s it fo rms p a rt o f

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domestic law by virtue of the EUWA (as amended, the "UK PRIIPs Regulation") for offerin g o r selling th e
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 und er
the UK PRIIPs Regulation.
Prohibition on marketing and sales to retail investors
(a)
The Notes discussed in this Prospectus are complex financial instruments. They are not a su itable o r
appropriate investment for all investors, especially retail investors. In some jurisdictions, reg u latory
authorities have adopted or published laws, regulations or guidance with respect to the offer or sale o f
securities such as the Notes. Potential investors in the Notes should inform themselves of, and comp ly
with, any applicable laws, regulations or regulatory guidance with respect to any resale o f th e No tes
(or any beneficial interests therein).
(b)
(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)
In October 2018, the Hong Kong Monetary Authority (the "HKMA") issued g u ida nce o n
enhanced investor protection measures on the sale and distribution of debt instru ments with
loss-absorption features (such as the Notes) and related products (the "HKMA Circular").
Under the HKMA Circular, debt instruments with loss absorption features, being su b ject to
the risk of being written-down or converted to ordinary shares, and investment products th at
invest mainly in, or whose returns are closely linked to the performance of such instrumen ts,
are to be targeted in Hong Kong at professional investors (as defined in the S ecu rities a n d
Futures Ordinance (Cap. 571) of Hong Kong (the "SFO") and any subsidiary legislations o r
rules made under the SFO, "Professional Investors") only and are generally not suitable fo r
retail investors in either the primary or secondary markets.
(C)
Potential investors should inform themselves of, and comply with, any applicable laws,
regulations or regulatory guidance with respect to any resale of the securities described in the
Prospectus (or any beneficial interests therein), including COBS and the HKMA Circular.
(D)
Investors in Hong Kong should not purchase the Notes in the primary or secondary ma rkets
unless they are Professional Investors and understand the risks involved. The Notes are
generally not suitable for retail investors.
(E)
Certain or all of the Managers are required to comply with COBS and/or the HKMA Circular.
(F)
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 Managers each prospective investor
represents, warrants, agrees with and undertakes to the Issuer and each of the Managers that
(i) it is not a retail client in the UK; (ii) if it is in Hong Kong, it is a Professional Investor; (iii)
whether or not it is subject to COBs or the HKMA Circular, it will not sell or offer th e No tes
(or any beneficial interest therein) to retail clients in the UK or retail investors in Hong Kong;
or (iv) communicate (including the distribution of the Prospectus) or approve an invitation o r
inducement to participate in, acquire or underwrite the Notes (or a n y b en eficial in terests
therein) where that invitation or inducement is addressed to or disseminated in su ch a wa y
that it is likely to be received by a retail client in the UK or any customer in Hong Kon g wh o
is not a Professional Investor.
(G)
In selling or offering the Notes or making or approving communications relating to the Notes
you may not rely on the limited exemptions set out in COBS.
(c)
The obligations in paragraph (b) 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, th e UK o r
Hong Kong) 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, the UK FCA Handbook or th e HKMA Circular a s to
determining the appropriateness and/or suitability of an investment in the No tes ( or a n y b eneficial
interests therein) for investors in any relevant jurisdiction.
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 th e Ma nagers the

5

foregoing representations, warranties, agreements and undertakings will be given by and be binding upon bo th
the agent and its underlying client.
Notice to capital market intermediaries and prospective investors pursuant to paragraph 21 of the SFC Co de
-- Important Notice to Prospective Investors
Prospective investors should be aware that certain intermediaries in the context of this offering o f th e No tes,
including certain Managers, are "capital market intermediaries" ("CMIs") subject to Pa ragrap h 2 1 o f th e
Code of Conduct for Persons Licensed by or Registered with the Securities and Futures Commission (the "SFC
Code"). This notice to prospective investors is a summary of certain obligations the SFC Code imposes on such
CMIs, which require the attention and cooperation of prospective investors. Certain CMIs may also be acting as
"overall coordinators" ("OCs") for this offering and are subject to additional requiremen ts u nd er th e S FC
Code.
Prospective investors who are the directors, employees or major shareholders of the Issuer, a CMI or its gro up
companies would be considered under the SFC Code as having an association ("Association") with the Issu er,
the CMI or the relevant group company. Prospective investors associated with the Issuer or any CMI (including
its group companies) should specifically disclose this when placing an order for the Notes and should disclose,
at the same time, if such orders may negatively impact the price discovery process in relation to th is o fferin g.
Prospective investors who do not disclose their Associations are hereby deemed not to be so associated. Wh ere
prospective investors disclose their Associations but do not disclose that such order may negatively impa ct the
price discovery process in relation to this offering, such order is hereby deemed not to nega tively imp act th e
price discovery process in relation to this offering.
Prospective investors should ensure, and by placing an order prospective investors are deemed to confirm, th at
orders placed are bona fide, are not inflated and do not constitute duplicated orders (i.e. two or more
corresponding or identical orders placed via two or more CMIs). If a prospective investor is an asset
management arm affiliated with any Manager, such prospective investor should indicate when placing an order
if it is for a fund or portfolio where the Manager or its group company has more than 50% in terest, in which
case it will be classified as a "proprietary order" and subject to appropriate handling by CMIs in acco rdance
with the SFC Code and should disclose, at the same time, if such "proprietary order" may negatively impact the
price discovery process in relation to this offering. Prospective investors who do not indicate this in fo rmation
when placing an order are hereby deemed to confirm that their order is not such a "proprietary o rder". If a
prospective investor is otherwise affiliated with any Manager, such that its order may b e co nsidered to b e a
"proprietary order" (pursuant to the SFC Code), such prospective investor should in dica te to the relevant
Manager when placing such order. Prospective investors who do not indicate this information when placing a n
order are hereby deemed to confirm that their order is not such a "proprietary o rder". Wh ere p rospective
investors disclose such information but do not disclose that such "proprietary order" may negatively impact the
price discovery process in relation to this offering, such "proprietary order" is hereby deemed not to negatively
impact the price discovery process in relation to this offering.
Prospective investors should be aware that certain information may be disclosed by CMIs (in clu din g p riv ate
banks) which is personal and/or confidential in nature to the prospective investor. By placing an order,
prospective investors are deemed to have understood and consented to the co llectio n, d is closu re, u s e an d
transfer of such information by the Managers and/or any other third parties as may b e req u ired b y th e SFC
Code, including to the Issuer, any OCs, relevant regulators and/or any other third parties as may be required b y
the SFC Code, it being understood and agreed that such information shall only be used for the purpose of
complying with the SFC Code, during the bookbuilding process for this offering. Failure to provide such
information may result in that order being rejected.
Notification under Section 309B(1)(c) of the Securities and Futures Act 2001 of Singapore, a s mo dified o r
amended from time to time (the "SFA")
In connection with Section 309B of the SFA and the Securities and Futures (Capital Markets Products)
Regulations 2018 of Singapore (the "CMP Regulations 2018"), the Issuer has determined the classification o f
the Notes as prescribed capital markets products (as defined in the CMP Reg ula tions 2 0 18) a n d Excluded
Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investme nt Pro ducts a n d
MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

6

The Notes are complex instruments that may not be a suitable investment for all investors.
The Notes are complex financial instruments and may not be a suitable investment for all investors; th e No tes
may also be difficult to compare with other similar financial instruments due to a lack of fully harmonised
structures, trigger points and loss absorption mechanisms among Additional Tier 1 instruments . Each
prospective investor in the Notes must determine the suitability of such investment in light of its own
circumstances and have sufficient financial resources and liquidity to bear the ris ks o f an in v estment in th e
Notes, including the possibility that the entire amount invested in the Notes could be lost. A prospective investor
should not invest in the Notes unless it has the knowledge and expertise (either alone or with a financial advisor)
to evaluate how the Notes will perform under changing conditions, the resulting effects on the likelih o o d o f a
Write-Down or meeting the conditions for resolution (See "The principal amount o f th e No tes ma y b y their
terms be reduced to absorb losses and, may (as a matter of law and contract) be subject to a write -down
(including to zero), variation, suspension or conversion to equity either in th e con text o f, o r o u tsid e o f, a
resolution procedure applicable to the Issuer.") and value of the Notes, and the impact of this investment on the
prospective investor's overall investment portfolio. These risks may be difficult to evaluate given their
discretionary or unknown nature. Each potential investor must determine the suitability of any investment in the
Notes in light of its own circumstances. In particular, each potential investor should:
(a)
have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and
risks of investing in the Notes and the information contained or incorporated by reference in this
Prospectus or any applicable supplement;
(b)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation and the investment(s) it is considering, an investment in the Notes and th e
impact the Notes will have on its overall investment portfolio;
(c)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes;
(d)
understand thoroughly the Terms and Conditions of the Notes, such as th e p ro visio ns g o vern in g a
Write-Down and cancellation of interest, understand under what circumstances a Trigger Event will o r
may be deemed to occur, be familiar with the behaviour of financial markets and their potential impact
on the likelihood of a Trigger Event, a Capital Event or a Tax Event occurring, and of any financial
variable which might have an impact on the return on the Notes; and
(e)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect its investment, the Write-Down o f th e No tes
and its ability to bear the applicable risks.
Prospective purchasers should also consult their own tax advisers as to the tax consequences o f th e p u rch ase,
ownership and disposition of Notes.

7

TABLE OF CONTENTS
Risk Factors.....................................................................................................................................................................9
General Description of the Notes.................................................................................................................................42
Documents Incorporated by Reference .......................................................................................................................47
Terms and Conditions of the Notes .............................................................................................................................51
Description of the Issuer...............................................................................................................................................75
Use of Proceeds.............................................................................................................................................................76
Taxation.........................................................................................................................................................................77
Subscription and Sale ...................................................................................................................................................79
General Information......................................................................................................................................................84
Responsibility Statement ..............................................................................................................................................90

8

RISK FACTORS
Prospective purchasers of Notes should carefully consider the following information in conjunction with
the other information contained in this Prospectus (including the documents incorporated by reference
see "Documents Incorporated by Reference" below) before purchasing Notes.
Prior to making an investment decision, prospective investors should consider carefully all of th e in fo rmatio n
set out and incorporated by reference in this Prospectus, including in particular the following risk factors. Th is
section is not intended to be exhaustive and prospective investors should make their own independent
evaluations of all risk factors and also read the detailed information set out elsewhere in this Prospectus an d in
the Documents Incorporated by Reference herein. In each category, the Issuer sets out first th e mo st material
risks, in its assessment, taking into account the expected magnitude of the negative impact of such risks and th e
probability of their occurrence.
Terms used in this section and not otherwise defined have the meanings given to them in the Terms and
Conditions of the Notes.
Risks Relating to the Issuer and its Operations
Unless otherwise indicated, the information and financial elements contained in these risk factors s p ecifically
include the activity of BancWest to reflect a prudential vision. They are, therefore, p resented exclu d in g th e
effects of the application of IFRS 5 on groups of assets and liabilities held for sale. This Prospectus in clu des a
reconciliation between the operational vision presented excluding the application of IFRS 5 and the consolidated
financial statements applying IFRS 5 in Chapter 3 (2021 Review of Operations) of the BNPP Universal
Registration Document as at 31 December 2021.
The main categories of risk inherent to the Issuer's (together with its consolidated subsidiaries, the "BNP
Paribas Group") business are presented below. They may be measured through risk-weighted assets o r o ther
quantitative or qualitative indicators, to the extent risk-weighted assets are not relevant (for example, for
liquidity and funding risk).
Risks weighted assets in billions of euros

30.06.22

31.12.21

31.12.20

Credit risk

581

554

527
Counterparty credit risk

48

40

41
Securitisation risk in the banking book

16

14

14
Operational risk

62

63

71
Market risk

29

25

25
Amounts below the thresholds for deduction (subject to
20

18

17
250% risk weight)

Total

756

714

696
More generally, the risks to which the BNPParibas Group is exposed may arise from a number of factors
related, among others, to changes in its macroeconomic or regulatory environmen t o r facto rs related to th e
implementation of its strategy and its business.
The material risks specific to the BNP Paribas Group's business, determined based on the circumstances known
to the management as of the date of this Prospectus, are thus presented below under 7 main categ o ries: cred it
risk, counterparty risk and securitisation risk in the banking book; operational risk; market ris k; liq u id ity an d
funding risk; risks related to the macroeconomic and market environment; regulatory risks; and risks related to
the BNP Paribas Group's growth in its current environment.
The Group's risk management policies have been taken into account in assessing the materiality of these ris ks ;
in particular, risk-weighted assets factor in risk mitigation elements to the extent eligible in acco rd an ce with
applicable banking regulations.
These risk factors are described in detail below.

9

1. Credit risk, counterparty risk and securitisation risk in the banking book
BNPParibas Group's credit risk is defined as the probability of a borrower or counterp arty d efaultin g o n its
obligations to the BNPParibas Group. Probability of default along with the recovery rate of the loan or d ebt in
the event of default are essential elements in assessing credit quality. In accordance with the European Bankin g
Authority recommendations, this category of risk also includes risks on equity investmen ts, as well as th o se
related to insurance activities. At 31 December 2021, the BNPParibas Group's credit risk exposure broke down
as follows: corporates (41%), central governments and central banks (27%), retail customers (25%), credit
institutions (4%), other items (2%) and equities (1%). At 31 December 2021, 32% of the BNPParibas Gro u p 's
credit exposure was comprised of exposures in France, 16% in Belgium and Luxembourg, 9% in Italy , 19% in
other European countries, 13% in North America, 6% in Asia and 5% in the rest of the world. The BNPParib as
Group's risk-weighted assets subject to this type of risk amounted to EUR554billion at 31 December 2021, o r
78% of the total risk-weighted assets of the BNPParibas Group, compared to EUR 527 billion at 31 Decemb er
2020 and EUR 581 billion at 30 June 2022, or 77% of the total risk-weighted assets of the BNPParibas Group.
BNPParibas Group's counterparty risk arises from its credit risk in the specific context of market transactio ns,
investments, and/or settlements. BNPParibas Group's exposure to counterparty risk, exclu d in g CVA (Cred it
Valuation Adjustment) risk at 31 December 2021, is comprised of: 44% to the corporate sector, 19% to
governments and central banks, 13% to credit institutions and investment firms, and 24% to clearing houses. By
product, BNPParibas Group's exposure, excluding CVA risk, at 31 December 2021 is comprised of: 51% in
OTC derivatives, 33% in repurchase transactions and securities lending/borrowing, 10% in listed derivatives and
6% in contributions to the clearing houses' default funds. The amount of this risk varies over time, depending on
fluctuations in market parameters affecting the potential future value of the covered transactions. In ad d itio n,
CVA risk measures the risk of losses related to CVA volatility resulting from fluctuations in credit spreads
associated with the counterparties to which the BNPParibas Group is subject to risk. The risk-weigh ted assets
subject to counterparty credit risk amounted to EUR40billion at 31 December 2021, rep res entin g 6% o f th e
BNPParibas Group's total risk-weighted assets, compared to EUR 41 billion at 31 December 2020 and
EUR 48 billion at 30 June 2022, or 6% of the total risk-weighted assets of the BNPParibas Group.
Securitisation risk in the banking book: securitisation is a transaction or arrangement by which th e credit ris k
associated with a liability or set of liabilities is subdivided into tranches. Any commitment made by the
BNPParibas Group under a securitisation structure (including derivatives and liquidity lines) is considered to be
a securitisation. The bulk of the BNPParibas Group's commitments are in the prudential banking portfolio.
Securitised exposures are essentially those generated by the BNPParibas Group. The securitisatio n p ositio ns
held or acquired by the BNPParibas Group may also be categoris ed by its role: of the positions as at 31
December 2021, BNPParibas was originator of 50%, was sponsor of 31% and was investor of 19%. Th e ris k-
weighted assets subject to this type of risk amounted to EUR 14 billion at 31 December 2021, representin g 2%
of the BNP Paribas Group's total risk-weighted assets, unchanged compared 31 December 2020 and
EUR 16 billion at 30 June 2022, or 2% of the total risk-weighted assets of the BNPParibas Group.
1.1. A substantial increase in new provisions or a shortfall in the level of previously recorded
provisions exposed to credit risk and counterparty risk could adversely affect the BNP Paribas
Group's results of operations and financial condition.
Credit risk and counterparty risk impact the BNPParibas Group's consolidated fin an cial s tatemen ts wh en a
customer or counterparty is unable to honour its obligations and when the book value of these obligations in th e
BNPParibas Group's records is positive. The customer or counterparty may be a bank, a financial institution, an
industrial or commercial enterprise, a government or a government entity, an investment fund, or a natural
person. If the default rate of customers or counterparties increases, the BNP Paribas Group may have to reco rd
increased charges or provisions in respect of irrecoverable or doubtful loans (Stage 3) or of p erfo rmin g lo an s
(Stages 1 and 2), in response to a deterioration in economic conditions or other factors, wh ich may affect its
profitability.
As a result, in connection with its lending activities, the BNPParibas Group regularly establis hes p rovis ion s,
which are recorded on its income statement in the line item Cost of Risk. These provisions amounted to
EUR2,925billion at 31 December 2021, representing 34basis points of outstanding customer loans (compared
with 66 basis points at 31 December 2020 and 39basis points at 31 December 2019). The significant increase in
these provisions in 2020 reflects the economic consequences of the health crisis and is an example of the
materialisation of this risk, while their decrease in 2021 is explained by a high base in 2020, a limited number of

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