Obligation BNP Paribas SA 4.125% ( FR001400KY44 ) en EUR

BNP Paribas SA

100 % ⇌

France

FR001400KY44 ( en EUR )

4.125% par an ( paiement annuel )

26/09/2032

Prospectus brochure de l'obligation BNP Paribas FR001400KY44 en EUR 4.125%, échéance 26/09/2032

26/09/2025 ( Dans 126 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 BNP Paribas (FR001400KY44), émise en France, affiche un prix actuel de 100% de sa valeur nominale (EUR), offre un taux d'intérêt annuel de 4,125% avec des paiements semestriels, et arrive à échéance le 26 septembre 2032.

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 (ii ) not a qualified investor as defined in Regulation (EU) 2017/1129.
Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the
"PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in
the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to
any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
PROHIBITION OF SALES TO UK RETAIL INVESTORS The Notes are not intended to be offered, sold or
otherwise made available to and should not be offered, sold or otherwise made available to any retail investor
in the United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of:
(i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); (ii) a customer within the
meaning of the provisions of the Financial Services and Markets Act 2000, as amended (the "FSMA") and any
rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would
not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it
forms part of UK domestic law by virtue of the EUWA; or (ii ) not a qualified investor as defined in Article 2 of
Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the EUWA. Consequently, no key
information document required by Regulation (EU) No 1286/2014 as it forms part of UK domestic law by virtue
of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available
to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making
them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
MiFID II product governance / target market assessment Solely for the purposes of each manufacturer's
product approval process, the target market assessment in respect of the Notes, taking into account the five
categories in item 18 of the Guidelines published by ESMA on 5 February 2018, has led to the conclusion that:
(i) the target market for the Notes is eligible counterparties and professional clients, each as defined in MiFID
II; and (ii) al channels for distribution of the Notes are appropriate. Any person subsequently offering, selling
or recommending the Notes (a "distributor") should take into consideration the manufacturers' target market
assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market
assessment in respect of the Notes (by either adopting or refining the manufacturers' target market
assessment) and determining appropriate distribution channels.

1

Final Terms dated 22 September 2023
BNP PARIBAS
(incorporated in France)
(the Issuer)
Legal entity identifier (LEI): R0MUWSFPU8MPRO8K5P83
Issue of EUR 1,500,000,000 4.125% Fixed to Floating Rate Senior Preferred Notes due September
2032
ISIN Code: FR001400KY44
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 shall be deemed to be defined as such for the purposes of the Conditions (the
"Conditions") set forth under the section entitled "Terms and Conditions of the French Law Notes" in the Base
Prospectus dated 30 June 2023 which received approval n° 23-268 from the Autorité des marchés financiers
("AMF") on 30 June 2023 and the supplement to the Base Prospectus published and approved on or before
the date of these Final Terms (copies of which are available as described below) (the "Supplement") (provided
that to the extent any such Supplement (i) is published and approved after the date of these Final Terms and
(ii) provides for any change to the Conditions of the Notes such changes shall have no effect with respect to
the Conditions of the Notes to which these Final Terms relate) which together constitute a base prospectus for
the purposes of Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation") (the "Base
Prospectus"). This document constitutes the Final Terms of the Notes described herein for the purposes of
the Prospectus Regulation and must be read in conjunction with the Base Prospectus to obtain all relevant
information. The Base Prospectus and any Supplement(s) to the Base Prospectus and these Final
Terms are available for viewing at https://invest.bnpparibas/en/search/debt/documents and 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:
19 September 2023

Series Number:
20040

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

Series:
EUR 1,500,000,000

Tranche:
EUR 1,500,000,000
5.
Issue Price of Tranche:
99.386 per cent. of the Aggregate Nominal Amount
6.
Minimum Trading Size:
Not applicable
7.
(i)
Specified Denomination:
EUR 100,000

Calculation Amount:
EUR 100,000
8.
(i)
Issue Date:
26 September 2023

Interest Commencement Date: Issue Date
9.
(i)
Maturity Date:
Interest Payment Date fal ing on or nearest to 26
September 2032

Business Day Convention for Modified Fol owing
Maturity Date:
10.
Form of Notes:
Bearer
11.
Interest Basis:
4.125% per cent. per annum Fixed Rate from and
including the Interest Commencement Date to, but
excluding, the Optional Redemption Date (as defined
below).
3-month EURIBOR + 0.950 per cent. Floating Rate from
and including the Optional Redemption Date to, but
excluding, the Maturity Date.
(further particulars specified below)
12.
Coupon Switch:
Not applicable
13.
Redemption/Payment Basis:
Redemption at par

3

14.
Change
of
Interest
Basis
or The initial Interest Basis shall be Fixed Rate until the
Redemption/Payment Basis:
Optional Redemption Date.
The Interest Basis subsequent to the Optional
Redemption Date shal be Floating Rate.
(further particulars specified below)
15.
Put/Cal Options:
Issuer Call
(further particulars specified below)
16.
Exchange Rate:
Not applicable
17.
Status of the Notes:
Senior Preferred Notes
MREL/TLAC Disqualification Event: Applicable
Prior permission of the Relevant Regulator for Senior
Preferred Notes: Applicable
18.
Knock-in Event:
Not applicable
19.
Knock-out Event:
Not applicable
20.
Method of distribution:
Syndicated
21.
Hybrid Notes:
Not applicable
22.
Tax Gross-Up:
Condition 6(e) (No Gross-Up) of the Terms and
Conditions of the French Law Notes not applicable
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
23.
Interest:
Applicable

Interest Period(s):
As per Conditions

Interest Period End Date(s):
26 September in each year from, and including, 26
September 2024 to, and including, the Optional
Redemption Date, then 26 December 2031, 26 March
2032, 26 June 2032 and 26 September 2032

Business Day Convention for Not applicable (with respect to the Fixed Rate Interest
Interest Period End Date(s):
Period)
Modified Fol owing (with respect to the Floating Rate
Interest Period)

Interest Payment Date(s):
26 September in each year from and including 26
September 2024 to and including the Optional
Redemption Date, then 26 December 2031, 26 March
2032, 26 June 2032 and 26 September 2032

Business Day Convention for Fol owing (with respect to the Fixed Rate Interest Period)
Interest Payment Date(s):
Modified Fol owing (with respect to the Floating Rate
Interest Period)

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

Margin(s):
+ 0.950 per cent. per annum (with respect to the Floating
Rate Interest Period)

Minimum Interest Rate:
As per Conditions

Maximum Interest Rate:
Not applicable

Day Count Fraction:
Actual/Actual ICMA, unadjusted (with respect to the Fixed
Rate Interest Period)

4

Actual/360 (with respect to the Floating Rate Interest
Period)

Determination Dates:
26 September in each year for the Fixed Rate Interest
Period only

Accrual to Redemption:
Applicable

Rate of Interest:
Fixed Rate to Floating Rate

Coupon Rate:
Not applicable
24.
Fixed Rate Provisions:
Applicable
from,
and
including,
the
Interest
Commencement Date to, but excluding, the Optional
Redemption Date (the "Fixed Rate Interest Period")
Fixed Rate of Interest:
4.125 per cent. per annum payable annually in arrear on
each Interest Payment Date during the Fixed Rate
Interest Period
Fixed Coupon Amount(s):
EUR 4,125 per Calculation Amount
Broken Amount(s):
Not applicable
25.
Resettable Notes:
Not applicable
26.
Floating Rate Provisions:
Applicable from, and including, the Optional Redemption
Date to, but excluding, the Maturity Date (the "Floating
Rate Interest Period")
Manner in which the Rate of
Screen Rate Determination
Interest and Interest Amount
is to be determined:
Linear Interpolation:
Not applicable
27.
Screen Rate Determination:
Applicable
Reference Rate:
3-month EURIBOR
Interest Determination Date(s): Two (2) T2 Business Day prior to the start of each Floating
Rate Interest Period
Specified Time:
11:00 am, Brussels time
Relevant Screen Page:
Bloomberg EUR003M
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:
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:

5

39.
Additional
Business
Centre(s)
(Condition 3(f) of the Terms and
Conditions of the English Law Notes or
Condition 3(f) of the Terms and
Conditions of the French Law Notes, as
the case may be):
T2
PROVISIONS RELATING TO REDEMPTION
40.
Final Redemption:
Calculation Amount x 100 per cent.
41.
Final Payout:
Not applicable
42.
Automatic Early Redemption:
Not applicable
43.
Issuer Call Option:
Applicable

Optional Redemption Date(s):
The Interest Payment Date fal ing on or about 26
September 2031

Optional
Redemption
Valuation Date(s):
Not applicable

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

If redeemable in part:

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

Notice period:
Minimum notice period: 5 calendar days

Maximum notice period: 30 calendar days
44.
Issuer Clean-Up Cal :
Not applicable
45.
Noteholder Put Option:
Not applicable
46.
Aggregation:
Not applicable
47.
Index Linked Redemption Amount:
Not applicable
48.
Share Linked/ETI Share Linked
Redemption Amount:
Not applicable
49.
Inflation Linked Redemption Amount:
Not applicable
50.
Commodity
Linked
Redemption Not applicable
Amount:
51.
Fund Linked Redemption Amount:
Not applicable

52.
Credit Linked Notes:
Not applicable
53.
ETI Linked Redemption Amount:
Not applicable
54.
Foreign Exchange (FX) Rate Linked
Redemption Amount:
Not applicable
55.
Underlying Interest Rate Linked Not applicable
Redemption Amount:
56.
Events of Default for Senior Preferred Not applicable
Notes:
57.
Administrator/Benchmark Event:
Not applicable

6

58.
Early Redemption Amount(s):
Article 45b2(b) BRRD: Not applicable
Final Redemption Amount
59.
Provisions applicable to Physical Not applicable
Delivery:
60.
Variation of Settlement:

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

Variation of Settlement of Not applicable
Physical Delivery Notes:
61.
CNY Payment Disruption Event:
Not applicable
GENERAL PROVISIONS APPLICABLE TO THE NOTES
62.
Form of Notes:
Bearer Notes
New Global Note:
No

Dematerialised Notes

Bearer dematerialised form (au porteur)
63.
Financial Centre(s) or other special
provisions relating to Payment Days for
the purposes of Condition 4(a):
T2
64.
Talons for future Coupons or Receipts
to be attached to definitive Notes (and
dates on which such Talons mature):
No
65.
Details relating to Partly Paid Notes:
amount of each payment comprising
the Issue Price and date on which each
payment is to be made and, if different
from those specified in the Temporary
Bearer Global Note or Permanent
Bearer Global Note, consequences of
failure to pay, including any right of the
Issuer to forfeit the Notes and interest
due on late payment:
Not applicable
66.
Details relating to Notes redeemable in
instalments:
amount
of
each
instalment, date on which each
payment is to be made:
Not applicable
67.
Redenomination, renominalisation and Not applicable
reconventioning provisions:
68.
Masse (Condition 12 of the Terms and Contractual representation of Noteholders/No Masse
Conditions of the French Law Notes):
shall apply.
69.
Governing law:
French law
70.
Calculation Agent:
BNP Paribas
DISTRIBUTION

71.
(i)
If syndicated, names of Lead Manager:
Managers (specifying Lead BNP Paribas
Manager):
Joint Lead Managers:
Banco de Sabadell, S.A.

7

CaixaBank, S.A.
Co-Lead Managers:
Banca Akros S.p.A.
DNB Bank ASA
Jyske Bank A/S
KBC Bank NV
OP Corporate Bank plc
Raiffeisen Schweiz Genossenschaft
Zürcher Kantonalbank

Stabilisation Manager (if any):
BNP Paribas

If non-syndicated, name of
relevant Dealer:
Not applicable
72.
U.S. Sel ing Restrictions:
Reg. S Compliance Category 2; TEFRA Not applicable
73.
Non-Exempt Offer:
Not applicable
74.
Prohibition of Sales to Retail Investors: Prohibition of Sales to EEA Retail Investors:
Applicable

Prohibition of Sales to UK Retail Investors:
Applicable
75.
United States Tax Considerations
The Notes are not Specified Securities for the purpose of
Section 871(m) of the U.S. Internal Revenue Code of
1986.

8

RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms.
Signed on behalf of the Issuer:

By: ____________________________
Duly authorised

9

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/on or around 26 September 2023.
(ii)
Estimate of total expenses
related to admission to trading: EUR 8,800
2.
Ratings

Ratings:
The Notes to be issued are expected to be rated:
- Aa3 by Moody's Deutschland GmbH, Frankfurt am Main
("Moody's"),
- A+ by S&P Global Ratings Europe Limited ("S&P")
- AA- by Fitch Ratings Ireland Limited ("Fitch") and
- AA (Low) by DBRS Ratings GmbH ("DBRS").

According to Moody's' definitions, obligations rated Aa
are judged to be of high quality and are subject to very
low credit risk. The modifier 3 indicates a ranking in the
lower end of the generic rating category of the obligations.
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, 'AA' ratings denote
expectations of very low default risk. They indicate very
strong capacity for payment of financial commitments.
This capacity is not significantly vulnerable to foreseeable
events. The modifier "-" is appended to denote relative
status within major rating categories.
According to DBRS' definitions, 'AA' rating means
superior credit quality. The capacity for the payment of
financial obligations is considered high. Credit quality
differs from AAA only to a smal degree. Unlikely to be
significantly vulnerable to future events. 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
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
(ii)
Estimated net proceeds:
EUR 1,486,440,000

10