Obligation BNP Paribas SA 7.375% ( FR001400F2H9 ) en EUR

BNP Paribas SA

104.17 % ▲

France

FR001400F2H9 ( en EUR )

7.375% par an ( paiement annuel )

Perpétuelle

Prospectus brochure de l'obligation BNP Paribas FR001400F2H9 en EUR 7.375%, échéance Perpétuelle

1 250 000 000 EUR

11/06/2025 ( Dans 19 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 perpétuelle émise par BNP Paribas (FR001400F2H9), d'un montant total de 1 250 000 000 EUR, affichant un taux d'intérêt de 7,375% et cotée actuellement à 104,17% de sa valeur nominale en EUR, est négociée sur le marché français.

Prospectus dated 9 January 2023

BNP PARIBAS
(incorporated in France)
Issue of 1,250,000,000 Perpetual Fixed Rate Resettable Additional Tier 1 Notes
The 1,250,000,000 Perpetual Fixed Rate Resettable Additional Tier 1 Notes (the "Notes") will be issued by BNP Paribas ("BNPP" or the "Issuer")
on 11 January 2023 (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 of Article L. 228-97 of the 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 (Interpretation) in the "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 11 June and 11
December in each year commencing on 11 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 excluding) the Interest
Payment Date falling on or about 11 June 2030 (the "First Call Date") will be 7,375.00. There will be a short 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. 11 June 2023), amounting to 6,118.82 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 of Interest which amounts to the sum of (a) the 5-Year Mid-Swap Rate
plus (b) the Margin (4.631 per cent.), converted from an annual basis to a semi-annual basis as determined by the Calculation Agent, except that if the
sum is less than zero, the 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 whole or in part) on any Interest Payment Date as set out in
"Terms and Conditions of the Notes Cancellation of Interest Amounts". Interest 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 their redemption. The Issuer is not
required to make any payment of the principal amount of the Notes at any time prior 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
Regulator, redeem the 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 defined 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 and 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 of Euroclear France which shall credit the accounts of
the Account Holders (as defined in "Terms and Conditions of the Notes--Form, Denomination and Title") including Euroclear Bank SA/NV
("Euroclear") and the depositary bank for Clearstream 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 document of title (including certificats représentatifs pursuant to Article R.211-7 of the French Code monétaire et
financier) will be 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 regulated 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 Deutschland GmbH, Frankfurt am Main
("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, Moody's, Fitch and DBRS
Morningstar is established in the European Union, registered under the Regulation (EC) No. 1060/2009 (as amended) (the "CRA Regulation"). and
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. A
security 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 given at the end of this Prospectus and
(b) on the websites of the AMF (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 Autorité des marchés financiers (the "AMF") in its capacity as competent
authority in France pursuant to Prospectus Regulation after having verified that the information it contains is complete, coherent and comprehensible.
Such approval should not be considered as an endorsement of the Issuer or the quality of the Notes that are the subject of this Prospectus. 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 of 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
BMO CAPITAL MARKETS
RABOBANK
LA BANQUE POSTALE
SCOTIABANK
STANDARD CHARTERED BANK AG
UNICREDIT BANK

2

This Prospectus is to be read in conjunction with all documents which are incorporated herein by reference as
described in "Documents Incorporated by Reference" below. This Prospectus shall be read and construed on
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 separately verified the information
contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no
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 contained in this
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 or not
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 Issuer or
any of the Managers.
In connection with the issue and sale of Notes, neither the Issuer nor its affiliates will, unless agreed to the
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 provide
the basis of any credit or other evaluation and should not be considered as recommendations by the Issuer or
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 condition
and affairs, and its own appraisal of the creditworthiness, of the Issuer. Neither this Prospectus nor any other
information supplied in connection with the Notes constitutes an offer or invitation by or on behalf of the Issuer
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 containing
the same. The Managers expressly do not undertake to review the financial condition or affairs of the Issuer
during the life of the Notes. Prospective investors should review, inter alia, the most recently published audited
annual consolidated financial statements, unaudited semi-annual interim consolidated financial statements and
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 any person 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, and
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 thereof), the
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 of 1933, as amended (the
"Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United
States, and the Notes are subject to U.S. tax law requirements. Subject to certain exceptions, Notes may not be
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 do so in circumstances in
which no obligation arises for the Issuer or any Manager to publish a prospectus pursuant to Article 3 of the
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 authorise, the
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 solicitation in such jurisdiction. The
3

distribution of this Prospectus and the offer or sale of Notes may be restricted by law in certain jurisdictions.
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 other requirements in any such
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 action
for that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither
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 about,
and observe, any such restrictions on the distribution of this Prospectus and the offering and sale of Notes. In
particular, there are restrictions on the distribution of this Prospectus and the offer or sale of Notes 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") (or
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 prevail. However,
there is no assurance that the Stabilising Manager (or persons acting on behalf of a stabilising manager) 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, but it must
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 of
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, "MiFID II"); and (ii) all
channels for distribution of the Notes 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.
PRIIPs Regulation / 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 ("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 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.
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 domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a customer within
the meaning of the provisions of 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 domestic law by virtue of the EUWA.
Consequently, no key information document required by Regulation (EU) No 1286/2014, as it forms part of
4

domestic law by virtue of the EUWA (as amended, 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.
Prohibition on marketing and sales to retail investors
(a)
The Notes discussed in this Prospectus are complex financial instruments. They are not a suitable or
appropriate investment for all investors, especially retail investors. In some jurisdictions, regulatory
authorities have adopted or published laws, regulations or guidance with respect to the offer or sale of
securities such as the Notes. Potential investors in the Notes should inform themselves of, and comply
with, any applicable laws, regulations or regulatory guidance with respect to any resale of the Notes
(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 guidance on
enhanced investor protection measures on the sale and distribution of debt instruments 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 subject to
the risk of being written-down or converted to ordinary shares, and investment products that
invest mainly in, or whose returns are closely linked to the performance of such instruments,
are to be targeted in Hong Kong at professional investors (as defined in the Securities and
Futures Ordinance (Cap. 571) of Hong Kong (the "SFO") and any subsidiary legislations or
rules made under the SFO, "Professional Investors") only and are generally not suitable for
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 markets
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 the Notes
(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 or
inducement to participate in, acquire or underwrite the Notes (or any beneficial interests
therein) where that invitation or inducement is addressed to or disseminated in such a way
that it is likely to be received by a retail client in the UK or any customer in Hong Kong who
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, the UK or
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 the HKMA Circular as to
determining the appropriateness and/or suitability of an investment in the Notes (or any beneficial
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 the Managers the
5

foregoing representations, warranties, agreements and undertakings will be given by and be binding upon both
the agent and its underlying client.
Notification under Section 309B(1)(c) of the Securities and Futures Act 2001 of Singapore, as modified or
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 of
the Notes as prescribed capital markets products (as defined in the CMP Regulations 2018) and Excluded
Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and
MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
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; the Notes
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 risks of an investment in the
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 likelihood of a
Write-Down or meeting the conditions for resolution (See "The principal amount of the Notes may by 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 the context of, or outside of, 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 the
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 the provisions governing a
Write-Down and cancellation of interest, understand under what circumstances a Trigger Event will or
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 of the Notes
and its ability to bear the applicable risks.
Prospective purchasers should also consult their own tax advisers as to the tax consequences of the purchase,
ownership and disposition of Notes.

6

TABLE OF CONTENTS

Risk Factors ............................................................................................................................................ 8
General Description of the Notes .......................................................................................................... 41
Documents Incorporated by Reference ................................................................................................. 46
Terms and Conditions of the Notes ....................................................................................................... 52
Description of the Issuer ....................................................................................................................... 76
Recent Developments ........................................................................................................................... 77
Use of Proceeds..................................................................................................................................... 78
Taxation ................................................................................................................................................ 79
Subscription and Sale ............................................................................................................................ 81
General Information .............................................................................................................................. 85
Responsibility Statement ...................................................................................................................... 91

7

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 the information
set out and incorporated by reference in this Prospectus, including in particular the following risk factors. This
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 and in
the Documents Incorporated by Reference herein. In each category, the Issuer sets out first the most material
risks, in its assessment, taking into account the expected magnitude of the negative impact of such risks and the
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 specifically
include the activity of BancWest to reflect a prudential vision. They are, therefore, presented excluding the
effects of the application of IFRS 5 on groups of assets and liabilities held for sale. This Prospectus includes 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 or other
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

30.09.22

31.12.21

31.12.20

Credit risk

591

554

527
Counterparty credit risk

52

40

41
Securitisation risk in the banking book

15

14

14
Operational risk

61

63

71
Market risk

27

25

25
Amounts below the thresholds for deduction (subject to
20

18

17
250% risk weight)

Total

766

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 environment or factors related to the
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 categories: credit
risk, counterparty risk and securitisation risk in the banking book; operational risk; market risk; liquidity and
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 BNPParibas Group's risk management policies have been taken into account in assessing the materiality of
these risks; in particular, risk-weighted assets factor in risk mitigation elements to the extent eligible in
accordance with applicable banking regulations.
These risk factors are described in detail below.
8

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 counterparty defaulting on its
obligations to the BNPParibas Group. Probability of default along with the recovery rate of the loan or debt in
the event of default are essential elements in assessing credit quality. In accordance with the European Banking
Authority recommendations, this category of risk also includes risks on equity investments, as well as those
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 Group'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 BNPParibas
Group's risk-weighted assets subject to this type of risk amounted to EUR554billion at 31 December 2021, or
78% of the total risk-weighted assets of the BNPParibas Group, compared to EUR 527 billion at 31 December
2020 and EUR 591 billion at 30 September 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 transactions,
investments, and/or settlements. BNPParibas Group's exposure to counterparty risk, excluding CVA (Credit
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 addition,
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-weighted assets
subject to counterparty credit risk amounted to EUR40billion at 31 December 2021, representing 6% of the
BNPParibas Group's total risk-weighted assets, compared to EUR 41 billion at 31 December 2020 and
EUR 52 billion at 30 September 2022, or 7% of the total risk-weighted assets of the BNPParibas Group.
Securitisation risk in the banking book: securitisation is a transaction or arrangement by which the credit risk
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 securitisation positions
held or acquired by the BNPParibas Group may also be categorised 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%. The risk-
weighted assets subject to this type of risk amounted to EUR 14 billion at 31 December 2021, representing 2%
of the BNP Paribas Group's total risk-weighted assets, unchanged compared 31 December 2020 and
EUR 15 billion at 30 September 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 financial statements when a
customer or counterparty is unable to honour its obligations and when the book value of these obligations in the
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 record
increased charges or provisions in respect of irrecoverable or doubtful loans (Stage 3) or of performing loans
(Stages 1 and 2), in response to a deterioration in economic conditions or other factors, which may affect its
profitability.
As a result, in connection with its lending activities, the BNPParibas Group regularly establishes provisions,
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). These provisions
amounted to 2.192 billion at 30 September 2022, representing 31 basis points of outstanding customer loans
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(compared with 37 basis points at 30 September 2021). 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 defaults and write-backs of
provisions on performing loans. In the first nine months of 2022, the cost of risk was impacted by a EUR 710
million provision for ex-ante expected losses (levels 1 and 2) related to the indirect effects of the invasion of
Ukraine and the rise in inflation and interest rates, partially offset by a write-back of provisions related to the
health crisis of EUR 187 million.
The BNPParibas Group's overall level of provisions is based on its assessment of prior loss experience, the
volume and type of lending being conducted, industry standards, past due loans, economic conditions and other
factors related to the recoverability of various loans or statistical analysis based on scenarios applicable to asset
classes. Although the BNPParibas Group seeks to establish an appropriate level of provisions, its lending
businesses may have to increase their provisions for loan losses or sound receivables substantially in the future
as a result of deteriorating economic conditions or other causes. Any significant increase in provisions for loan
losses or a significant change in the BNPParibas Group's estimate of the risk of loss inherent in its portfolio of
nonimpaired loans, as well as the occurrence of loan losses in excess of the related provisions, could have a
material adverse effect on the BNPParibas Group's results of operations and financial condition.
For reference, at 31 December 2021, the ratio of doubtful loans to total loans outstanding was 2.0% and the
coverage ratio of these doubtful commitments (net of guarantees received) by provisions was 73.6%, against
2.1% and 71.5%, respectively, as at 31 December 2020. At 30 September 2022, the ratio of doubtful loans to
total loans outstanding was 1.7% and the coverage ratio of these doubtful commitments (net of guarantees
received) by provisions was 73.1%. These two ratios are defined in Chapter 5.1(Annual Risk Survey - Key
figures) of the BNPP Universal Registration Document as at 31 December 2021.
While the BNPParibas Group seeks to reduce its exposure to credit risk and counterparty risk by using risk
mitigation techniques such as collateralisation, obtaining guarantees, entering into credit derivatives and
entering into netting agreements, it cannot be certain that these techniques will be effective to offset losses
resulting from counterparty defaults that are covered by these techniques. Moreover, the BNPParibas Group is
also exposed to the risk of default by the party providing the credit risk coverage (such as a counterparty in a
derivative or a loan insurance contract) or to the risk of loss of value of any collateral. In addition, only a portion
of the BNPParibas Group's overall credit risk and counterparty risk is covered by these techniques.
Accordingly, the BNPParibas Group has very significant exposure to these risks.
1.2. The soundness and conduct of other financial institutions and market participants could
adversely affect the BNP Paribas Group.
The BNPParibas Group's ability to engage in financing, investment and derivative transactions could be
adversely affected by the soundness of other financial institutions or market participants. Financial institutions
are interrelated as a result of trading, clearing, counterparty, funding or other relationships. As a result, defaults
by one or more States or financial institutions, or even rumours or questions about one or more financial
institutions, or the financial services industry generally, may lead to marketwide liquidity problems and could
lead to further losses or defaults. The BNPParibas Group has exposure to many counterparties in the financial
industry, directly and indirectly, including clearing houses, brokers and dealers, commercial banks, investment
banks, mutual and alternative investment funds, and other institutional clients with which it regularly executes
transactions. The BNPParibas Group may also be exposed to risks related to the increasing involvement in the
financial sector of players and the introduction of new types of transactions subject to little or no regulation (e.g.
unregulated funds, trading venues or crowdfunding platforms). Credit and counterparty risks could be
exacerbated if the collateral held by the BNPParibas Group cannot be realised, it decreases in value or it is
liquidated at prices not sufficient to recover the full amount of the loan or derivative exposure due to the
BNPParibas Group or in the event of the failure of a significant financial market participant such as a central
counterparty. For reference, counterparty risk exposure related to financial institutions was EUR29billion at 31
December 2021, or 13% of the BNPParibas Group's total counterparty risk exposure, and counterparty risk
exposure related to clearing houses was EUR54billion, or 24% of the BNPParibas Group's total counterparty
risk exposure.
In addition, fraud or misconduct by financial market participants can have a material adverse effect on financial
institutions due in particular to the interrelated nature of the financial markets. An example is the fraud
perpetrated by Bernard Madoff that came to light in 2008, as a result of which numerous financial institutions
globally, including the BNPParibas Group, announced losses or exposure to losses in substantial amounts. The
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