Obligation BNP Paribas SA 4.5% ( US05565ALQ49 ) en USD

BNP Paribas SA

90 % ▼

France

US05565ALQ49 ( en USD )

4.5% par an ( paiement semestriel )

Perpétuelle

Prospectus brochure de l'obligation BNP Paribas US05565ALQ49 en USD 4.5%, échéance Perpétuelle

05565ALQ4

BBB- ( Qualité moyenne inférieure )

25/02/2026 ( Dans 113 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 de BNP Paribas (ISIN : US05565ALQ49, CUSIP : 05565ALQ4), émise en France et libellée en USD, affiche actuellement un prix de marché de 88,875%, un taux d'intérêt de 4,5% avec une fréquence de paiement semestrielle, et bénéficie d'une notation BBB- de Standard & Poor's.

PROSPECTUS
STRICTLY CONFIDENTIAL

US$1,750,000,000 Perpetual Fixed Rate Resettable Additional Tier 1 Notes

Issue Price for the Notes: 100%
BNP Paribas ("BNP Paribas" or the "Issuer") is offering US$1,750,000,000 principal amount of its
Perpetual Fixed Rate Resettable Additional Tier 1 Notes (the "Notes"). The Notes wil be issued by
BNP Paribas and 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, the laws of the State of New York, except for Condition 4 (Status of the Notes) which
will be governed by, and construed in accordance with, French law.
The Notes will bear interest on their Prevailing Outstanding Amount (as defined in Condition 2
(Interpretation) in "Terms and Conditions of the Notes") at the applicable Rate of Interest from (and
including) February 25, 2020 (the "Issue Date") and interest shall be payable semi-annually in arrears
on February 25 and August 25 in each year (each an "Interest Payment Date") from (and including)
August 25, 2020 to (but excluding) February 25, 2030 (the "First Cal Date") at the rate of 4.500% per
annum.
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 a rate per annum equal to the sum of (a) the then-
applicable CMT Rate plus (b) the Margin (2.944 per cent.), as determined by the Calculation Agent, as
described in Condition 5 (Interest) 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 Condition 5.9 (Cancellation of Interest Amounts) in
"Terms and Conditions of the Notes". 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. Holders 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 Condition 2 (Interpretation) in "Terms
and Conditions of the Notes").
The Prevailing Outstanding Amount of the Notes will be written down if the Group CET1 Ratio
falls below 5.125 per cent. (each term as defined in Condition 2 (Interpretation) in "Terms and
Conditions of the Notes"). Holders 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".
If a Capital Event, an Alignment Event or a Tax Event has occurred and is continuing, the Issuer
may further substitute all of the Notes or vary the terms of all of the Notes, without the consent
or approval of Holders, so that they become or remain Compliant Securities (as described in
Condition 7.5 (Substitution/Variation) in "Terms and Conditions of the Notes").

This document (the "Prospectus") constitutes a prospectus for the purposes of Article 6 of Regulation
(EU) 2017/1129 of June 14, 2017, as amended (the "Prospectus Regulation").
Application has been made to list and admit to trading the Notes, as of the Issue Date or as soon as
practicable thereafter, on the regulated market of Euronext in Paris ("Euronext Paris"). Euronext Paris
is a regulated market within the meaning of the Directive 2014/65/EU of the European Parliament and
of the Council dated May 15, 2014, as amended.
The Notes are expected to be rated BBB- by Standard & Poor's Global Ratings Europe Limited, France
Branch ("Standard & Poor's"), Ba1 by Moody's France S.A.S. ("Moody's") and BBB- by Fitch France
S.A.S. ("Fitch France"). Each of Standard & Poor's, Moody's and Fitch France is established in the
European Union (the "EU") and is registered under Regulation (EC) No. 1060/2009 (as amended) (the
"CRA Regulation") and is included in the list of credit rating agencies registered in accordance with the
CRA Regulation as of the date of this Prospectus. This list is available on the European Securities and
Markets Authority (the "ESMA") website at www.esma.europa.eu/supervision/credit-rating-
agencies/risk (list last updated on November 14, 2019). A rating is not a recommendation to buy, sell
or hold securities and may be subject to revision, suspension or withdrawal at any time.
Investing in the Notes involves certain risks. See "Risk Factors" beginning on page 2 below for
risk factors relevant to an investment in the Notes.
The Notes will be issued in registered form in denominations of US$200,000 and integral multiples of
US$1,000 in excess thereof. Delivery of the Notes will be made on or about February 25, 2020, in
book-entry form only, through the facilities of The Depository Trust Company ("DTC"), for the accounts
of its participants, including Clearstream Banking, société anonyme ("Clearstream, Luxembourg"),
and Euroclear Bank S.A./N.V. ("Euroclear").
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as
amended (the "Securities Act"). Accordingly, the Issuer is offering the Notes only (1) to Qualified
Institutional Buyers ("QIBs") within the meaning of Rule 144A under the Securities Act
("Rule 144A") and (2) outside the United States to non-U.S. persons in reliance on Regulation S
under the Securities Act ("Regulation S"). Prospective purchasers are hereby notified that
sellers of the Notes may be relying on the exemption from the provisions of Section 5 of the
Securities Act provided by Rule 144A.
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 French Autorité des marchés
financiers (the "AMF") (www.amf-france.org) and of the Issuer (www.invest.bnpparibas.com).
Application will be made to the AMF for approval of the final Prospectus in its capacity as competent
authority in France pursuant to Regulation (EU) 2017/1129 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.
Sole Bookrunner and Global Coordinator
BNP PARIBAS

Joint Lead Managers

BMO Capital
ING
Santander
Scotiabank
Unicredit Capital
Markets
Markets

Co-Managers

CIBC Capital Desjardins Capital National Bank of
Nordea
SMBC Nikko
Markets
Markets
Canada Financial
Markets

The date of this Prospectus is February 19, 2020.

ii

The Issuer is responsible for the information contained and incorporated by reference in this
Prospectus. The Issuer has not authorized anyone to give prospective investors any other information,
and the Issuer takes no responsibility for any other information that others may give to prospective
investors. Prospective investors should carefully evaluate the information provided by the Issuer in light
of the total mix of information available to them, recognizing that the Issuer can provide no assurance
as to the reliability of any information not contained or incorporated by reference in this Prospectus. The
information contained or incorporated by reference in this Prospectus is accurate only as of the date
hereof, regardless of the time of delivery or of any sale of the Notes. It is important for prospective
investors to read and consider all information contained in this Prospectus, including the documents
incorporated by reference herein, in making an investment decision. Prospective investors should also
read and consider the information in the documents to which the Issuer has referred them under the
heading "Documents Incorporated by Reference" in this Prospectus.
This Prospectus has been prepared by the Issuer solely for use in connection with the placement of the
Notes. The Issuer and the initial purchasers listed in "Plan of Distribution" below (the "Initial
Purchasers") reserve the right to reject any offer to purchase for any reason.
Neither the U.S. Securities and Exchange Commission, any state securities commission nor any
other regulatory authority, has approved or disapproved of the Notes; nor have any of the
foregoing authorities passed upon or endorsed the merits of this offering or the accuracy or
adequacy of this Prospectus. Any representation to the contrary is a criminal offense.
The Notes are not insured by the U.S. Federal Deposit Insurance Corporation or any other
governmental deposit insurance agency.
The Notes have not been and will not be registered under the Securities Act or the securities law of any
U.S. state, and may not be offered or sold, directly or indirectly, in the United States or to, or for the
account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act or such state securities laws. The Notes are being
offered and sold in the United States only to Qualified Institutional Buyers (as defined in Rule 144A)
and outside the United States to non-U.S. persons in accordance with Regulation S under the Securities
Act.
In addition, until forty (40) calendar days after the commencement of the offering, an offer or sale of
Notes within the United States by a dealer (whether or not it is participating in the offering) may violate
the registration requirements of the Securities Act unless it is made pursuant to Rule 144A.
The distribution of this Prospectus and the offering and sale of the Notes in certain jurisdictions may be
restricted by law. The Issuer and the Initial Purchasers require persons in whose possession this
Prospectus comes to inform themselves about and to observe any such restrictions. This Prospectus
does not constitute an offer of, or an invitation to purchase, any of the Notes in any jurisdiction in which
such offer or invitation would be unlawful.
The Issuer is offering to sell, and is seeking offers to buy, the Notes only in jurisdictions where offers
and sales are permitted. This Prospectus does not constitute an offer to sell, or a solicitation of an offer
to buy, any Notes by any person in any jurisdiction in which it is unlawful for such person to make such
an offer or solicitation. Neither the delivery of this Prospectus nor any sale made under it implies that
there has been no change in the Issuer's affairs or that the information contained or incorporated by
reference in this Prospectus is correct as of any date after the date of this Prospectus.
Prospective investors must:
comply with all applicable laws and regulations in force in any jurisdiction in connection with the
possession or distribution of this Prospectus and the purchase, offer or sale of the Notes; and
obtain any consent, approval or permission required to be obtained by them for the purchase, offer or
sale by them of the Notes under the laws and regulations applicable to them in force in any jurisdiction
to which they are subject or in which they make such purchases, offers or sales; and neither the Issuer
nor the Initial Purchasers shall have any responsibility therefor.
By purchasing the Notes, investors will be deemed to have made the acknowledgements,
representations, warranties and agreements described under the heading "Notice to U.S. Investors" in
iii

this Prospectus. Investors should understand that they may be required to bear the financial risks of
their investment for an indefinite period of time.
Prohibition of sales to EEA and 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 European Economic Area (the "EEA") or
in the United Kingdom (the "UK"). 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"); (i ) 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
Prospectus Regulation. Consequently no key information document required by the Regulation (EU)
No. 1286/2014 on key information documents for packaged and retail and insurance-based investment
products (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making
them available to retail investors in the EEA or in the UK has been prepared and therefore offering or
selling the Notes or otherwise making them available to any retail investor in the EEA or in the UK may
be unlawful under the PRIIPs Regulation. The expression "Prospectus Regulation" means Regulation
(EU) 2017/1129 (and amendments thereto).
MiFID II product governance / Professional investors and ECPs 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 February 5, 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 MiFID II; and (ii) al
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.
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 Initial Purchasers, the foregoing representations, warranties, agreements and undertakings will be
given by and be binding upon both the agent and its underlying client.
Restrictions on marketing and sales to retail investors
The Notes are complex financial instruments and are not a suitable or appropriate investment for all
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 to retail investors.
In particular, in June 2015, the U.K. Financial Conduct Authority (the "FCA") published the Product
Intervention (Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015 (the "PI
Instrument").
In addition, (i) on January 1, 2018, the provisions of the PRIIPs Regulation became directly applicable
in all EEA member states and the UK and (ii) MiFID II was required to be implemented in EEA member
states and in the UK by January 3, 2018. Together, the PI Instrument, the PRIIPs Regulation and MiFID
II are referred to as the "Regulations".
The Regulations set out various obligations in relation to (i) the manufacturing and distribution of
financial instruments and (ii) the offering, sale and distribution of packaged retail and insurance-based
investment products and certain contingent write-down or convertible 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) including the Regulations.
iv

Certain or all of the Initial Purchasers are required to comply with the Regulations. 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 Initial Purchasers each prospective investor represents, warrants, agrees with and
undertakes to the Issuer and each of the Initial Purchasers that:
1.
it is not a retail client (as defined in MiFID II);
2.
whether or not it is subject to the Regulations, it will not:
(A)
sell or offer the Notes (or any beneficial interest therein) to retail clients (as defined in
MiFID II) or
(B)
communicate (including the distribution of this 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 (as defined in MiFID II).
In selling or offering the Notes or making or approving communications relating to the Notes, it
may not rely on the limited exemptions set out in the PI Instrument; and
3.
it will at all times comply with all applicable laws, regulations and regulatory guidance (whether
inside or outside the EEA or the UK) relating to the promotion, offering, distribution and/or sale
of the Notes (or any beneficial interests therein), including (without limitation) MiFID II and any
other applicable laws, regulations and regulatory guidance relating to determining the
appropriateness and/or suitability of an investment in the Notes (or any beneficial interests
therein) by investors in any relevant jurisdiction.
Each prospective investor further acknowledges that:
(i)
the identified target market for the Notes (for the purposes of the product governance
obligations in MiFID II), taking into account the five categories referred to in item 18 of the
Guidelines published by ESMA on February 5, 2018, is eligible counterparties and professional
clients; and
(ii)
no key information document (KID) under the PRIIPs Regulation 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.
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 Initial Purchasers the foregoing representations, warranties, agreements and undertakings will be
given by and be binding upon both the agent and its underlying client.
Prospective investors acknowledge that they have not relied on the Initial Purchasers or any person
affiliated with the Initial Purchasers in connection with their investigation of the accuracy of such
information or their investment decision. In making an investment decision, prospective investors must
rely on their own examination of the Issuer and the terms of this offering, including the merits and risks
involved.
The Initial Purchasers are not making any representation or warranty, express or implied, as to the
accuracy or completeness of the information contained or incorporated by reference in this Prospectus.
Prospective investors should not rely upon the information contained or incorporated by reference in
this Prospectus as a promise or representation by the Initial Purchasers, whether as to the past or the
future. The Initial Purchasers assume no responsibility for the accuracy or completeness of such
information.
Neither the Initial Purchasers, nor the Issuer, nor any of their respective representatives, are making
any representation to prospective investors regarding the legality of an investment in the Notes.
Prospective investors should consult with their own advisers as to legal, tax, business, financial and
related aspects of an investment in the Notes. Investors must comply with all laws applicable in any
place in which they buy, offer or sell the Notes or possess or distribute this Prospectus, and they must
v

obtain all applicable consents and approvals. Neither the Initial Purchasers nor the Issuer shall have
any responsibility for any of the foregoing legal requirements.
The Issuer and the Initial Purchasers reserve the right to withdraw this offering at any time before
closing, to reject any offer to purchase, in whole or in part, for any reason, or to sell less than the amount
of Notes offered by this Prospectus.
AVAILABLE INFORMATION
To permit compliance with Rule 144A in connection with sales of the Notes, for as long as any of the
Notes remain outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the
Securities Act, the Issuer will furnish upon the request of a holder of the Notes or of a beneficial owner
of an interest therein, or to a prospective purchaser of such Notes or beneficial interests designated by
a holder of the Notes or a beneficial owner of an interest therein to such holder, beneficial owner or
prospective purchaser, the information required to be delivered under Rule 144A(d)(4) under the
Securities Act and will otherwise comply with the requirements of Rule 144A(d)(4) under the Securities
Act, if at the time of such request, the Issuer is not a reporting company under Section 13 or Section
15(d) of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), or exempt from
reporting pursuant to Rule 12g3-2(b) under the Exchange Act.
NOTICE TO PROSPECTIVE INVESTORS
This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the Initial
Purchasers to subscribe for, or purchase, any Notes.
The Initial Purchasers have not separately verified the information contained in this Prospectus. None
of the Initial Purchasers makes any representation, express or implied, or accepts any responsibility,
with respect to the accuracy or completeness of any of the information in this Prospectus. Neither this
Prospectus nor any other financial statements are intended to provide the basis of any credit or other
evaluation and should not be considered as a recommendation by any of the Issuer or the Initial
Purchasers that any recipient of this Prospectus or any other financial statements should purchase the
Notes. Each potential purchaser of Notes should determine for itself the relevance of the information
contained in this Prospectus and its purchase of Notes should be based upon such investigation as it
deems necessary. None of the Initial Purchasers undertakes to review the financial condition or affairs
of the Issuer during the life of the arrangements contemplated by this Prospectus nor to advise any
investor or potential investor in the Notes of any information coming to the attention of any of the Initial
Purchasers.
Any investor purchasing the Notes is solely responsible for ensuring that any offer or resale of the Notes
it purchased occurs in compliance with applicable laws and regulations.
In connection with the issue of the Notes, the Initial Purchaser(s) named as the stabilizing Initial
Purchaser(s) (if any) (the "Stabilizing Initial Purchaser(s)") (or persons acting on behalf of any
Stabilizing Initial Purchaser(s)) 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 Stabilizing Initial Purchaser(s) (or persons acting on behalf of a Stabilizing Initial
Purchaser(s)) will undertake stabilization action. Any stabilization action may begin on or after the date
on which adequate public disclosure of the 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) calendar days after the Issue
Date and sixty (60) calendar days after the date of the allotment of the Notes. Any stabilization action
or over-al otment must be conducted by the relevant Stabilizing Initial Purchaser(s) (or persons acting
on behalf of any Stabilizing Initial Purchaser(s)) in accordance with all applicable laws and rules.
In the United Kingdom, this Prospectus is only being distributed to, and is only directed at, and any
investment or investment activity to which this Prospectus relates is available only to, and will be
engaged in only with, persons (i) having professional experience in matters relating to investments who
fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (i ) who are high net worth
companies falling within Article 49(2)(a) to (d) of the Order, or other persons to whom it may otherwise
be lawfully communicated (all such persons together being referred to as "relevant persons"). The
Notes are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise
vi

acquire such Notes will be engaged in only with, relevant persons. Persons who are not relevant
persons should not take any action on the basis of this Prospectus and should not act or rely on it.
The Prospectus may only be communicated in France to qualified investors as defined in Article 2(e) of
the Prospectus Regulation and in accordance with Articles L.411-1 and L.411-2 of the French Monetary
Financial Code (Code monétaire et financier), as amended from time to time, and any other applicable
French law or regulation.
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 Initial Purchaser 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
Initial Purchaser have authorized, nor do they authorize, the making of any offer of the Notes in
circumstances in which an obligation arises for the Issuer or any Initial Purchaser to publish or
supplement a prospectus for such offer.
As used herein, the expression "Prospectus Regulation" means Regulation (EU) 2017/1129, as
amended.

vii

TABLE OF CONTENTS
RISK FACTORS ................................................................................................................................... 2
PERSON RESPONSIBLE FOR THE INFORMATION CONTAINED IN THE PROSPECTUS ............ 31
LIMITATIONS ON ENFORCEMENT OF CIVIL LIABILITIES .............................................................. 32
FORWARD-LOOKING STATEMENTS............................................................................................... 33
CERTAIN TERMS USED IN THIS PROSPECTUS ............................................................................ 35
DOCUMENTS INCORPORATED BY REFERENCE .......................................................................... 36
PRESENTATION OF FINANCIAL INFORMATION ............................................................................ 42
EXCHANGE RATE AND CURRENCY INFORMATION ..................................................................... 43
OVERVIEW ........................................................................................................................................ 44
THE OFFERING ................................................................................................................................. 46
SELECTED FINANCIAL INFORMATION ........................................................................................... 54
TABLE OF CAPITALIZATION AND MEDIUM-TO-LONG TERM INDEBTEDNESS OVER ONE YEAR
........................................................................................................................................................... 60
USE OF PROCEEDS ......................................................................................................................... 63
GOVERNMENT SUPERVISION AND REGULATION OF CREDIT INSTITUTIONS IN FRANCE ...... 64
REGULATORY CAPITAL RATIOS ..................................................................................................... 74
TERMS AND CONDITIONS OF THE NOTES .................................................................................... 77
FORM OF NOTES, CLEARANCE AND SETTLEMENT ..................................................................... 98
TAXATION ....................................................................................................................................... 102
BENEFIT PLAN INVESTOR CONSIDERATIONS ............................................................................ 106
PLAN OF DISTRIBUTION ................................................................................................................ 107
NOTICE TO U.S. INVESTORS ........................................................................................................ 111
LEGAL MATTERS ............................................................................................................................ 113
STATUTORY AUDITORS ................................................................................................................ 114
GENERAL INFORMATION .............................................................................................................. 115

RISK FACTORS
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 (including, in particular,
Chapter 5 "risks and capital adequacy" of the BNPP 2018 Registration Document, pages 73 and 75 to
77 of the First Update to the BNPP 2018 Registration Document, pages 74 and 200 to 240 of the BNPP
Universal Registration Document as at June 30, 2019 and pages 80 to 103 of the Amendment of the
BNPP Universal Registration Document as at June 30, 2019). Terms defined in "Terms and Conditions
of the Notes" shall have the same meaning where used below.
RISKS RELATING TO THE ISSUER AND ITS OPERATIONS
The financial information as of and for the year ended December 31, 2019 was taken from BNP Paribas'
unaudited financial statements dated February 5, 2020.
The main categories of risk inherent in the BNP Paribas Group's business are presented below. They
may be measured through risk-weighted assets or other quantitative or qualitative indicia, to the extent
risk-weighted assets are not relevant (for example, for liquidity and funding risk).
Risk-weighted assets in billions of euros
31.12.2019 31.12.2018

Credit risk

524

504
Counterparty risk

30

27
Securitization risk in the banking book

11

7
Operational risk

69

73
Market risk

19

20

Other risks*

16

17

Total risk-weighted assets under Basel 3 669

647
* Risks related to deferred taxes and certain investments in credit or financial institutions.
More generally, the risks to which the BNP Paribas 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 risks specific to the BNP Paribas Group's business are presented below under 7 main categories,
pursuant to Article 16 of Regulation (EU) 2017/1129, known as "Prospectus 3", dated June 14, 2017,
of which the provisions relating to risk factors entered into force as of July 21, 2019: credit risk,
counterparty risk and securitization 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 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.
1. Credit risk, counterparty risk and securitization risk in the banking book
BNP Paribas Group's credit risk is defined as the probability of a borrower or counterparty defaulting
on its obligations to the BNP Paribas 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. As of December 31, 2018, the BNP
Paribas Group's credit risk exposure broke down as follows: corporates (42%), retail customers (29%),
2

central governments and central banks (21%), credit institutions (5%), other assets at risk (2%) and
equities (1%). As of December 31, 2018, 32% of the BNP Paribas Group's credit exposure was
comprised of exposures in France, 14% in Belgium and Luxembourg, 10% in Italy, 19% in other
European countries, 13% in North America, 6% in Asia and 6% in the rest of the world. The BNP Paribas
Group's risk-weighted assets subject to this type of risk amounted to 524 billion at December 31, 2019,
or 78% of the total risk-weighted assets of the BNP Paribas Group.
See Tables 23: Credit risk exposure by asset class and approach and 26: credit risk exposure by
geographic region in chapter 5.4 of the 2018 Registration Document.
BNP Paribas Group's counterparty risk arises from its credit risk in the specific context of market
transactions, investments, and/or settlements. BNP Paribas Group's exposure to counterparty risk,
excluding CVA ("Credit Valuation Adjustment") risk as of December 31, 2018, is comprised of: 40% to
the corporate sector, 17% to governments and central banks, 15% to credit institutions and investment
firms, and 28% to clearing houses. By product, BNP Paribas Group's exposure, excluding CVA risk
("Credit Valuation Adjustment"), as of December 31, 2018 was comprised of: 56% in OTC derivatives,
24% in repurchase transactions and securities lending/borrowing, 18% in listed derivatives and 2% 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 ("Credit Valuation Adjustment") risk measures the risk of losses related to CVA volatility
resulting from fluctuations in credit spreads associated with the counterparties to which the BNP Paribas
Group is subject to risk. The risk-weighted assets subject to this type of risk amounted to 30 billion at
December 31, 2019, representing 5% of the BNP Paribas Group's total risk-weighted assets.
See Tables 60: Counterparty credit risk exposure at default by asset class (excl. CVA risk charge), 61:
Counterparty credit risk exposure at default by product (excl. CVA risk charge) and 67: CVA risk capital
charge (EU CCR2) in chapter 5.6 of the 2018 Registration Document.
Securitization risk in the banking book: Securitization 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 BNP Paribas Group under a securitization structure (including derivatives and liquidity
lines) is considered to be a securitization. The bulk of the BNP Paribas Group's commitments are in the
prudential banking portfolio. Securitized exposures are essentially those generated by the BNP Paribas
Group. The securitization positions held or acquired by the BNP Paribas Group may also be categorized
by its role: of the positions as at December 31, 2018, BNP Paribas generated 43%, was sponsor of
44% and was investor of 13%. The risk-weighted assets subject to this type of risk amounted to 11
billion at December 31, 2019 for the BNP Paribas Group, or 2% of the total risk-weighted assets of the
BNP Paribas Group.
See Tables 51: Securitised exposures and securitisation positions (held or acquired) by role and 57:
Securitisation positions and risk-weighted assets by approach in chapter 5.5 of the 2018 Registration
Document.
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 BNP Paribas 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 BNP Paribas 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 level of customer or counterparty defaults
increases compared to recent historically low levels, the BNP Paribas Group may have to record
significant charges and provisions for possible unrecoverable or doubtful debts, affecting its profitability.
As a result, in connection with its lending activities, the BNP Paribas Group regularly establishes
provisions for loan losses, which are recorded on its income statement in the line item Cost of Risk.
These provisions amounted to 3,203 billion at December 31, 2019, representing 39 basis points of
outstanding customer loans (compared with 35 basis points at December 31, 2018).
3