Obligation BNP Paribas SA 5.75% ( FR001400F5X9 ) en GBP

BNP Paribas SA

100 % ▲

France

FR001400F5X9 ( en GBP )

5.75% par an ( paiement annuel )

13/06/2032

Prospectus brochure de l'obligation BNP Paribas FR001400F5X9 en GBP 5.75%, échéance 13/06/2032

850 000 000 GBP

13/06/2026 ( Dans 187 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.

BNP Paribas a émis une obligation (FR001400F5X9) de 850 000 000 GBP à 5,75% échéant le 13 juin 2032, actuellement cotée à 100% et payant des intérêts annuellement.

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 ) all channels for distribution of the Notes are appropriate. Any person subsequently offering, selling
or recommending the Notes (a "distributor") should take into consideration the manufacturers' target market
assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market
assessment in respect of the Notes (by either adopting or refining the manufacturers' target market
assessment) and determining appropriate distribution channels.
UK MiFIR product governance / target market assessment Solely for the purposes of the manufacturer's
product approval process, the target market assessment in respect of the Notes, taking into account the five
categories referred to in item 18 of the Guidelines published by ESMA on 5 February 2018 (in accordance with
the FCA's policy statement entitled "Brexit our approach to EU non-legislative materials"), has led to the
conclusion that: (i) the target market for the Notes is eligible counterparties, as defined in the FCA Handbook
Conduct of Business Sourcebook ("COBS") and professional clients, as defined in Regulation (EU) No
600/2014 as it forms part of domestic law by virtue of the EUWA ("UK MiFIR"); and (i ) all channels for
distribution of the Notes are appropriate. 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 11 January 2023
BNP PARIBAS
(incorporated in France)
(the Issuer)
Legal entity identifier (LEI): R0MUWSFPU8MPRO8K5P83
Issue of GBP 850,000,000 Fixed Rate Senior Non Preferred Notes due 13 June 2032
ISIN Code: FR001400F5X9
under the 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 1 July 2022 which received approval n° 22-263 from the Autorité des marchés financiers
("AMF") on 1 July 2022 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:
9 January 2023
Series Number:
19910
Tranche Number:
1
3.
Specified Currency:
Great British Pounds ("GBP")
4.
Aggregate Nominal Amount:

Series:
GBP 850,000,000
Tranche:
GBP 850,000,000
5.
Issue Price of Tranche:
99.939 per cent. of the Aggregate Nominal Amount
6.
Minimum Trading Size:
Not applicable
7.
(i)
Specified Denomination:
GBP 100,000
Calculation Amount:
GBP 100,000
8.
(i)
Issue Date:
13 January 2023
Interest Commencement
Issue Date
Date:
9.
(i)
Maturity Date:
13 June 2032
(i )
Business Day Convention for Following
Maturity Date:
10.
Form of Notes:
Bearer
11.
Interest Basis:
5.750 per cent. Fixed Rate per annum (further particulars
specified below)
12.
Coupon Switch:
Not applicable
13.
Redemption/Payment Basis:
Redemption at par
14.
Change of Interest Basis or
Not applicable
Redemption/Payment Basis:
15.
Put/Call Options:
Not applicable
16.
Exchange Rate:
Not applicable
17.
Status of the Notes:
Senior Non Preferred Notes
MREL/TLAC Criteria Event: Not applicable

3

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 Date(s):
13 June in each year, from and including 13 June 2023 to
and including the Maturity Date
Business Day Convention for
Not applicable
Interest Period End Date(s):
Interest Payment Date(s):
13 June in each year, from and including 13 June 2023 to
and including the Maturity Date
Business Day Convention for
Following
Interest Payment Date(s):
Party responsible for
Calculation Agent
calculating the Rate(s) of
Interest and Interest
Amount(s):
Margin(s):
Not applicable
Minimum Interest Rate:
Not applicable
Maximum Interest Rate:
Not applicable
Day Count Fraction:
Actual/Actual ICMA unadjusted
Determination Dates:
13 June in each year
Accrual to Redemption:
Applicable
Rate of Interest:
Fixed Rate
Coupon Rate:
Not applicable
24.
Fixed Rate Provisions:
Applicable
Fixed Rate of Interest:
5.750 per cent. per annum payable annual y in arrear on
each Interest Payment Date
Fixed Coupon Amount(s):
GBP 5,750 per Calculation Amount
Broken Amount(s):
GBP 2,378.77 per Calculation Amount, payable on the
Interest Payment Date falling on 13 June 2023
25.
Resettable Notes:
Not applicable
26.
Floating Rate Provisions:
Not applicable
27.
Screen Rate Determination:
Not applicable
28.
ISDA Determination:
Not applicable
29.
FBF Determination:
Not applicable
30.
Zero Coupon Provisions:
Not applicable
31.
Index Linked Interest Provisions:
Not applicable
32.
Share Linked/ETI Share Linked
Not applicable
Interest Provisions:

4

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
Not applicable
Interest Provisions:
38.
Underlying Interest Rate Linked
Not applicable
Interest Provisions:
39.
Additional Business Centre(s)
TARGET2, London
(Condition 3(f) of the Terms and
Conditions of the English Law Notes
or Condition 3(f) of the Terms and
Conditions of the French Law Notes,
as the case may be):
PROVISIONS RELATING TO REDEMPTION
40.
Final Redemption:
Calculation Amount x 100 per cent.
41.
Final Payout:
Not applicable
42.
Automatic Early Redemption:
Not applicable
43.
Issuer Call Option:
Not applicable
44.
Noteholder Put Option:
Not applicable
45.
Aggregation:
Not applicable
46.
Index Linked Redemption Amount:
Not applicable
47.
Share Linked/ETI Share Linked
Not applicable
Redemption Amount:
48.
Inflation Linked Redemption Amount:
Not applicable
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 Linked
Not applicable
Redemption Amount:
54.
Underlying Interest Rate Linked
Not applicable
Redemption Amount:
55.
Events of Default for Senior Preferred Not applicable
Notes:
56.
Administrator/Benchmark Event:
Not applicable
57.
Early Redemption Amount(s):
Article 45b2(b) BRRD: Not applicable
Final Redemption Amount
58.
Provisions applicable to Physical
Not applicable
Delivery:
59.
Variation of Settlement:

Issuer's option to vary
The Issuer does not have the option to vary settlement in
settlement:
respect of the Notes.

5

Variation of Settlement of
Not applicable
Physical Delivery Notes:
60.
CNY Payment Disruption Event:
Not applicable
GENERAL PROVISIONS APPLICABLE TO THE NOTES
61.
Form of Notes:
Bearer Notes:
New Global Note:
No

Dematerialised Notes

Bearer dematerialised form (au porteur)
62.
Financial Centre(s) or other special
TARGET2, London
provisions relating to Payment Days
for the purposes of Condition 4(a):
63.
Talons for future Coupons or Receipts No
to be attached to definitive Notes (and
dates on which such Talons mature):
64.
Details relating to Partly Paid Notes:
Not applicable
amount of each payment comprising
the Issue Price and date on which
each payment is to be made and, if
different from those specified in the
Temporary Bearer Global Note or
Permanent Bearer Global Note,
consequences of failure to pay,
including any right of the Issuer to
forfeit the Notes and interest due on
late payment:
65.
Details relating to Notes redeemable
Not applicable
in instalments: amount of each
instalment, date on which each
payment is to be made:
66.
Redenomination, renominalisation and Not applicable
reconventioning provisions:
67.
Masse (Condition 12 of the Terms and Contractual representation of Noteholders/No Masse
Conditions of the French Law Notes):
shal apply.
68.
Governing law:
French law
69.
Calculation Agent:
BNP Paribas
DISTRIBUTION

70.
(i)
If syndicated, names of
Lead Manager
Managers (specifying Lead
Manager):
BNP Paribas
Joint Lead Managers
Banco Santander, S.A.
ING Bank N.V., Belgian Branch
Stabilisation Manager (if any): BNP Paribas
If non-syndicated, name of
Not applicable
relevant Dealer:
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 Investors: Prohibition of Sales to EEA Retail Investors:

6

Applicable

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

7

PART B OTHER INFORMATION

1.
Listing and Admission to trading

(i)
Listing and admission to
Application wil be made by the Issuer (or on its behalf)
trading:
for the Notes to be admitted to trading on Euronext Paris
with effect from or on 13 January 2023.
(i )
Estimate of total expenses
EUR 8,800
related to admission to
trading:
2.
Ratings

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

According to Moody's'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 1 indicates that the
obligation ranks in the higher end of its generic rating
category.
According to S&P's definitions, an obligation rated 'A' is
somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than
obligations in higher-rated categories. However, the
obligor's capacity to meet its financial commitments on
the obligation is stil strong. The addition of a plus (+) or
minus (-) sign shows relative standing within the rating
categories.
According to Fitch's definitions, `A' ratings denote
expectations of low default risk. The capacity for payment
of financial commitments is considered strong. This
capacity may, nevertheless, be more vulnerable to
adverse business or economic conditions than is the case
for higher ratings. The modifier "+" is appended to denote
relative status within major rating categories.
According to DBRS' definitions, `A' rating means good
credit quality. The capacity for the payment of financial
obligations is substantial, but of lesser credit quality than
AA. The Issuer may be vulnerable to future events, but
qualifying negative factors are considered manageable.
Al rating categories other than AAA and D also contain
subcategories (high) and (low).

Each of Moody's, S&P, Fitch and DBRS is established in
the European Union and is registered under Regulation
(EC) No. 1060/2009 (as amended) (the "CRA
Regulation").
3.
Interests of Natural and Legal Persons Involved in the Issue

9

"Save for the fees payable to the Managers so far as the Issuer is aware, no person involved in the
offer of the Notes has an interest material to the offer."
4.
Reasons for the Offer and Estimated Net Proceeds
(i)
Reasons for the offer:
See "Use of Proceeds" section in the Base Prospectus.
(i )
Estimated net proceeds:
GBP 846,634,000
5
Operational Information

(i)
ISIN:
FR001400F5X9
(i )
Common Code:
257699927
(i i)
CFI:
DTFUFB
(iv)
FISN:
BNP PARIBAS/5.75 MTN 20320613
(v)
Any clearing system(s) other
Not applicable
than Euroclear France
Euroclear and Clearstream,
Luxembourg approved by the
Issuer and the Principal
Paying Agent and the relevant
identification number(s):
(vi)
Delivery:
Delivery against payment
(vi )
Additional Paying Agent(s) (if
Not applicable
any):
(viii)
Intended to be held in a
No
manner which would al ow
Eurosystem eligibility:
(ix)
Name and address of
Not applicable
Registration Agent:
6.
Fixed Rate Notes only Yield

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

10