Obligation BNP Paribas Obligations 4.159% ( FR001400SAJ2 ) en EUR

BNP Paribas Obligations

100 % ▲

France

FR001400SAJ2 ( en EUR )

4.159% par an ( paiement annuel )

28/08/2034

Prospectus brochure de l'obligation BNP Paribas Bonds FR001400SAJ2 en EUR 4.159%, échéance 28/08/2034

28/08/2026 ( Dans 175 jours )

BNP Paribas Bonds désigne l'offre de produits d'investissement obligataires proposés par BNP Paribas, incluant des obligations d'entreprises, d'États et des fonds obligataires, avec des niveaux de risque et de rendement variés.

L'Obligation émise par BNP Paribas Obligations ( France ) , en EUR, avec le code ISIN FR001400SAJ2, paye un coupon de 4.159% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 28/08/2034

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 (ii) a customer within the meaning of Directive (EU) 2016/97
(as amended or superseded, the "Insurance Distribution Directive"), where that customer would not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 (iii) not a qualified
investor as defined in the 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 (iii)
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 19 of the Guidelines published by ESMA on 3 August 2023, 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) 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.

Final Terms dated 26 August 2024
BNP PARIBAS
(incorporated in France)
(the Issuer)
Legal entity identifier (LEI): R0MUWSFPU8MPRO8K5P83
Issue of EUR 1,250,000,000 Resettable Subordinated Tier 2 Notes due August 2034
ISIN Code: FR001400SAJ2
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 28 June 2024 which received approval n° 24-244 from the Autorité des
marchés financiers ("AMF") on 28 June 2024 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 (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:
20 August 2024

Series Number:
20222

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

Series:
EUR 1,250,000,000

Tranche:
EUR 1,250,000,000
5.
Issue Price of Tranche:
100.00 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:
28 August 2024

Interest
Commencement Issue Date
Date:
9.
(i)
Maturity Date:
The Interest Payment Date falling on or nearest to 28
August 2034

Business Day Convention
for Maturity Date:
Following
10.
Form of Notes:
Bearer
11.
Interest Basis:
Resettable (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:
Issuer Call
(further particulars specified below)

3

16.
Exchange Rate:
Not applicable
17.
Status of the Notes:
Subordinated Notes
MREL/TLAC Disqualification Event: 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 28 August in each year, from and including 28 August
Date(s):
2025

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

Interest Payment Date(s):
28 August in each year, from and including 28 August
2025

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

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

Margin(s):
+1.700 per cent. per annum from and including the
First Reset Date (as defined below) to but excluding
the Maturity Date

Minimum Interest Rate:
As per Conditions

Maximum Interest Rate:
Not applicable

Day Count Fraction:
Actual/Actual (ICMA), unadjusted

Determination Dates:
28 August in each year

Accrual to Redemption:
Applicable

Rate of Interest:
Resettable

Coupon Rate:
Not applicable
24.
Fixed Rate Provisions:
Not applicable
25.
Resettable Notes:
Applicable

Initial Rate of Interest:
4.159 per cent. per annum payable annually in arrear

Reset Rate:
Mid-Swap Rate

Initial Margin:
Not applicable

Initial Rate Determination Not applicable
Date:

4

First Margin:
+1.700 per cent. per annum

Subsequent Margin:
Not applicable

First Reset Date:
The Interest Payment Date falling on or about 28
August 2029

Second Reset Date:
Not applicable

Subsequent Reset Date(s):
Not applicable

Relevant Screen Page:
Bloomberg Page ICAE1

Mid-Swap Rate:
Single Mid-Swap Rate

Initial Mid-Swap Rate Final Fallback: Applicable

Initial Mid-Swap Rate: 2.459 per cent.

Reset Maturity Initial Mid-Swap Rate Final Fallback:
Not applicable

Last Observable Mid-Swap Rate Final Fallback: Not
Applicable

Mid-Swap Maturity:
5-year

Mid-Swap
Floating
Leg EUR 5-year Mid-Swap Rate
Benchmark Rate:

Reference Bond:
Not applicable

Reset Determination Date:
The date falling 2 Business Days prior to the First
Reset Date

Relevant Time:
11.00 am (Paris time)

CMT Rate Maturity:
Not applicable

Initial CMT Rate:
Not applicable
26.
Floating Rate Provisions:
Not applicable
27.
Screen Rate Determination:
Not applicable
28.
ISDA Determination:
Not applicable
29.
FBF Determination:
Not applicable
30.
Zero Coupon Provisions:
Not applicable
31.
Index Linked Interest Provisions:
Not applicable
32.
Share Linked/ETI Share Linked Not applicable
Interest Provisions:
33.
Inflation Linked Interest Provisions:
Not applicable
34.
Commodity
Linked
Interest Not applicable
Provisions:
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) T2
(Condition 3(f) of the Terms and

5

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:
Applicable

Optional
Redemption The Interest Payment Date falling on or about 28
Date(s):
August 2029

Optional
Redemption Not applicable
Valuation Date(s):

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

If redeemable in part:

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

Notice period:
Minimum notice period: 5 calendar days

Maximum notice period: 30 calendar days
44.
Issuer Clean-Up Call:
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 Not applicable
Redemption Amount:
49.
Inflation
Linked
Redemption Not applicable
Amount:
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 Not applicable
Redemption Amount:
55.
Underlying Interest Rate Linked Not applicable
Redemption Amount:
56.
Events of Default for Senior Not applicable
Preferred Notes:
57.
Administrator/Benchmark Event:
Not applicable

6

58.
MREL/TLAC Disqualification Event: Applicable
59.
Early Redemption Amount(s):
Article 45b2(b) BRRD: Not applicable
Final Redemption Amount
60.
Provisions applicable to Physical Not applicable
Delivery:
61.
Variation of Settlement:

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

Variation of Settlement of Not applicable
Physical Delivery Notes:
62.
CNY Payment Disruption Event:
Not applicable
GENERAL PROVISIONS APPLICABLE TO THE NOTES
63.
Form of Notes:
Bearer Notes:
New Global Note:
No

Dematerialised Notes

Bearer dematerialised form (au porteur)
64.
Financial Centre(s) or other special T2
provisions relating to Payment Days
for the purposes of Condition 4(a):
65.
Talons for future Coupons or No
Receipts to be attached to definitive
Notes (and dates on which such
Talons mature):
66.
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:
67.
Details
relating
to
Notes Not applicable
redeemable in instalments: amount
of each instalment, date on which
each payment is to be made:
68.
Redenomination, renominalisation Not applicable
and reconventioning provisions:
69.
Masse (Condition 12 of the Terms Contractual representation of Noteholders/No Masse
and Conditions of the French Law shall apply.
Notes):
70.
Governing law:
French law
71.
Calculation Agent:
BNP Paribas

7

DISTRIBUTION

72.
(i)
If syndicated, names of Lead Manager
Managers (specifying Lead BNP Paribas
Manager):
Joint Lead Managers
CaixaBank, S.A.
ING Bank N.V., Belgian Branch
Swedbank AB (publ)
UniCredit Bank GmbH
Co-Lead Managers
Coöperatieve Rabobank U.A.
DNB Bank ASA
Jyske Bank A/S
KBC Bank NV
La Banque Postale
National Australia Bank Limited (ABN 12 004 044 937)
OP Corporate Bank plc

Stabilising
Manager
(if
any):
BNP Paribas

If non-syndicated, name of
relevant Dealer:
Not applicable
73.
U.S. Selling Restrictions:
Reg. S Compliance Category 2; TEFRA Not
applicable
74.
Non-Exempt Offer:
Not applicable
75.
Prohibition of Sales to Retail Prohibition of Sales to EEA Retail Investors:
Investors:
Applicable

Prohibition of Sales to UK Retail Investors:
Applicable
76.
United States Tax Considerations
The Notes are not Specified Securities for the purpose
of Section 871(m) of the U.S. Internal Revenue Code
of 1986.

8

PART B OTHER INFORMATION

1.
Listing and Admission to trading

(i)
Listing and admission to Application will be made by the Issuer (or on its
trading:
behalf) for the Notes to be admitted to trading on
Euronext Paris with effect from/on or around 28
August 2024.
(ii)
Estimate of total expenses EUR 10,130
related to admission to
trading:
2.
Ratings

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

10