Obligation BNP Paribas SA 7.375% ( US05602XJC39 ) en USD

Société émettrice BNP Paribas SA
Prix sur le marché refresh price now   100.32 %  ▼ 
Pays  France
Code ISIN  US05602XJC39 ( en USD )
Coupon 7.375% par an ( paiement semestriel )
Echéance Perpétuelle



Prospectus brochure de l'obligation BNP Paribas US05602XJC39 en USD 7.375%, échéance Perpétuelle


Montant Minimal 200 000 USD
Montant de l'émission 1 000 000 000 USD
Cusip 05602XJC3
Notation Standard & Poor's ( S&P ) BBB- ( Qualité moyenne inférieure )
Prochain Coupon 10/03/2026 ( Dans 126 jours )
Description détaillée 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 émise par BNP Paribas SA ( France ) , en USD, avec le code ISIN US05602XJC39, paye un coupon de 7.375% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le Perpétuelle
L'Obligation émise par BNP Paribas SA ( France ) , en USD, avec le code ISIN US05602XJC39, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).








PROSPECTUS




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

Issue Price for the Notes: 100.00%
BNP PARIBAS ("BNP Paribas" or the "Issuer") is offering US$1,000,000,000 principal amount of its
Perpetual Fixed Rate Resettable Additional Tier 1 Contingent Convertible Notes (the "Notes"). The
Notes will 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).
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) and
Condition 6.6 (Adjustments to the Maximum Conversion Ratio) which will be governed by, and
construed in accordance with, French law.
The Notes will bear interest on their principal amount at the applicable Rate of Interest from (and
including) September 10, 2024 (the "Issue Date"). Interest shall be payable semi-annually in arrears
on March 10 and September 10 in each year (each an "Interest Payment Date") commencing on March
10, 2025. During the Initial Period (i.e. from the Issue Date to but excluding September 10, 2034 (the
"First Call Date")) the Notes will bear interest at the rate of 7.375 per cent 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 (as defined in Condition 2 (Interpretation) ) 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 (3.535 per cent), as
determined by the Interest Calculation Agent, as described in Condition 5 (Interest).
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).
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
permission of the Relevant Regulator, redeem the Notes in whole, but not in part, on any Reset Date
or at any time following the occurrence of a Capital Event or a Tax Event at their principal amount plus
any unpaid accrued interest.
The Notes will be converted into Ordinary Shares if the Group CET1 Ratio is equal to or less
than 5.125 per cent (each term as defined in Condition 2 (Interpretation)). Holders may lose some
or all of their investment as a result of such Conversion. See Condition 6 (Conversion). If a
Capital 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 of Holders, so that they
become or remain Compliant Securities (as described in Condition 7.5 (Substitution/Variation)).
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 Deutschland GmbH, Frankfurt am Main ("Moody's"),
and BBB by Fitch Ratings Ireland Limited ("Fitch"). Each of Standard & Poor's, Moody's and Fitch 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 CRA Authorisation (europa.eu) (list
last updated on March 27, 2023). A rating is not a recommendation to buy, sell or hold securities and
may be subject to revision, suspension, or withdrawal at any time.
The Notes are complex financial instruments with high risk and are not a suitable or appropriate
investment for all investors. The Notes shall not be offered, sold, or otherwise made available to retail
clients in any jurisdiction of the EEA or UK Retail Clients (each as defined herein). Prospective investors
are referred to the section headed "Prohibition on marketing and sales to retail investors" on page v to
vi of this Prospectus for further information.
Investing in the Notes involves certain risks. See "Risk Factors" beginning on page 2 for risk
factors relevant to an investment in the Notes.
The Notes will be issued in registered form and subscribed and may be held 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 September 10, 2024, 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 (https://invest.bnpparibas/en/).
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, as amended, 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
BBVA
BMO CAPITAL MARKETS
DANSKE MARKETS

NORDEA
SANTANDER
SEB
UNICREDIT CAPITAL MARKETS




Co-Managers
DESJARDINS CAPITAL MARKETS
NABSECURITIES, LLC


NATIONAL BANK OF CANADA FINANCIAL MARKETS
SMBC NIKKO


The date of this Prospectus is September 4, 2024.

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" (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 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. 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 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 the domestic law of the UK by virtue
of the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a customer within the meaning of the
provisions of the Financial Services Market Act 2000 ("FSMA") and any rules or regulations made under
the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional
client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic
law by virtue of the EUWA. Consequently, no key information document required by Regulation (EU)
No 1286/2014 as it forms part of the domestic law of the UK 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 / 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 19 of the Guidelines
published by the ESMA on August 3, 2023, 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) all
channels for distribution of the Notes to eligible counterparties and professional clients are appropriate.
The target market assessment indicates that the Notes are incompatible with the knowledge,
experience, needs, characteristics, and objectives of clients which are EEA retail investors and
accordingly the Notes shall not be offered or sold to any EEA retail investors. 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.
UK MIFIR product governance / Professional investors and ECPs only target market
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 the ESMA on February 5, 2018, has led to the conclusion that: (i) the target market for the
Notes is only eligible counterparties, as defined in the Financial Conduct Authority ("FCA") Conduct of
Business Sourcebook ("COBS"), and professional clients, as defined in Regulation (EU) No 600/2014
iv



as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MiFIR");
and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are
appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor")
should take into consideration the 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.
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.
Prohibition on marketing and sales to retail investors

1.
The Notes discussed in this Prospectus are complex financial instruments with high risk. They
are not a suitable or appropriate investment for all investors, especially retail investors. In some
jurisdictions (including the UK), regulatory authorities have adopted or published laws,
regulations, or guidance with respect to the offer or sale of securities such as the Notes.
Potential investors in the Notes should inform themselves of, and comply with, any applicable
laws, regulations, or regulatory guidance with respect to any resale of the Notes (or any
beneficial interests therein).

2.
(A)
In the UK, the FCA COBS requires, in summary, that the Notes should not be offered
or sold to retail clients (as defined in COBS 3.4 and each a "retail client") in the UK.

(B)
Some or all of the Initial Purchasers are required to comply with COBS.

(C)
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:

(i) it is not a retail client in the UK;

(ii) it will not sell or offer the Notes (or any beneficial interest therein) to retail
clients in the UK or communicate (including the distribution of the Prospectus)
or approve an invitation or inducement to participate in, acquire or underwrite
the Notes (or any beneficial interests therein) where that invitation or
inducement is addressed to or disseminated in such a way that it is likely to be
received by a retail client in the UK.

(D)
In selling or offering the Notes or making or approving communications relating to the
Notes prospective investors may not rely on the limited exemptions set out in COBS.

3.
The obligations in paragraph 2 above are in addition to the need to comply at all times with all
other applicable laws, regulations and regulatory guidance (whether inside or outside the EEA
or the UK) relating to the promotion, offering, distribution and/or sale of the Notes (or any
beneficial interests therein), whether or not specifically mentioned in the Prospectus, including
(without limitation) any requirements under MiFID II or the UK FCA Handbook as to determining
the appropriateness and/or suitability of an investment in the Notes (or any beneficial interests
therein) for investors in any relevant jurisdiction. 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
v



Issuer that it will comply, at all times, with all such other applicable laws, regulations and
regulatory guidance.

Singapore SFA Product Classification
Notification under Section 309B of the Securities and Futures Act 2001 (2020 Revised Edition) of
Singapore, as modified or amended from time to time (the "SFA") ­ solely for the purposes of its
obligations under the SFA, the Issuer has determined, and hereby notifies all relevant persons (as
defined in Section 309A of the SFA) that the Notes are "prescribed capital markets products" (as defined
in the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore) and "Excluded
Investment Products" (as defined in the Monetary Authority of Singapore (the "MAS") Notice 8 SFA 04-
N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on
Recommendations on Investment Products).
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
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
As Additional Tier 1 Capital instruments, the Notes are particularly complex financial instruments with
high risk which may not be a suitable investment for certain investors and, in particular, are not suitable
vi



or appropriate for retail investors. Potential investors in the Notes should have sufficient knowledge and
expertise (either alone or with a financial advisor) to analyze features such as the risk of interest
cancellation, the risk of Conversion in case of a Trigger Event, the risk that the Maximum Distributable
Amount may be insufficient to allow the Issuer to pay interest, the risk of deep subordination, the risk of
use of a Bail-In Tool by resolution authorities, and other complex features that distinguish the Notes
from more standard debt obligations. The Notes are not a suitable investment for investors that do not
possess such knowledge and expertise, and any such investors who nonetheless purchase the Notes
may face a significantly greater risk of loss than investors who do possess such knowledge and
expertise. For example, investors who regularly follow developments in the market for Additional Tier 1
Capital instruments may be in a position to react more quickly to market or regulatory events than
investors who are less aware of such developments, with the latter group of investors exposed to
potentially greater losses due to their slower reactivity. Potential investors should determine the
suitability of an investment in the Notes in light of their own circumstances, and in particular the risk that
their lack of relevant knowledge and expertise may cause them to lose all, or a significant portion of the
amount invested in the Notes.
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 stabilization manager(s)
(if any) (the "Stabilization Manager(s)") (or persons acting on behalf of any Stabilization Manager(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
Stabilization Manager(s) (or persons acting on behalf of a Stabilization Manager(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-allotment
must be conducted by the relevant Stabilization Manager(s) (or persons acting on behalf of any
Stabilization Manager(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 Promotion Order;
or (ii) who are high net worth companies falling within Article 49(2)(a) to (d) of the Financial Promotion
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 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
vii



and 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.
viii



TABLE OF CONTENTS
RISK FACTORS ..................................................................................................................................... 2
PERSON RESPONSIBLE FOR THE INFORMATION CONTAINED IN THE PROSPECTUS ........... 37
LIMITATIONS ON ENFORCEMENT OF CIVIL LIABILITIES .............................................................. 38
FORWARD-LOOKING STATEMENTS ................................................................................................ 39
CERTAIN TERMS USED IN THIS PROSPECTUS .............................................................................. 40
DOCUMENTS INCORPORATED BY REFERENCE ........................................................................... 41
PRESENTATION OF FINANCIAL INFORMATION ............................................................................. 44
OVERVIEW ........................................................................................................................................... 45
THE OFFERING ................................................................................................................................... 47
SELECTED FINANCIAL INFORMATION ............................................................................................ 58
BNP PARIBAS CONSOLIDATED CAPITALIZATION AND MEDIUM-TO-LONG TERM
INDEBTEDNESS OVER ONE YEAR ................................................................................................... 62
USE OF PROCEEDS ............................................................................................................................ 64
GOVERNMENT SUPERVISION AND REGULATION OF CREDIT INSTITUTIONS IN FRANCE ..... 65
REGULATORY CAPITAL RATIOS ...................................................................................................... 77
TERMS AND CONDITIONS OF THE NOTES ..................................................................................... 82
FORM OF NOTES, CLEARANCE AND SETTLEMENT ................................................................... 124
TAXATION .......................................................................................................................................... 128
BENEFIT PLAN INVESTOR CONSIDERATIONS ............................................................................. 133
PLAN OF DISTRIBUTION .................................................................................................................. 134
NOTICE TO U.S. INVESTORS ........................................................................................................... 139
LEGAL MATTERS .............................................................................................................................. 141
STATUTORY AUDITORS .................................................................................................................. 142
GENERAL INFORMATION ................................................................................................................ 143






RISK FACTORS
Prior to making an investment decision, prospective investors should carefully consider 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.
The 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 main categories of risks inherent to the BNP Paribas Group's business are presented below. They
can be measured through risk-weighted assets or other quantitative or qualitative indicators, to the
extent risk-weighted assets are not relevant (for example, for liquidity and funding risk).

As a reminder, the financial and other information as at December 31, 2022 contained in these risk
factors comprise, unless otherwise indicated, the results of Bank of the West based on a prudential
vision. They are therefore presented excluding the effect of the application of IFRS 5 on groups of
assets and liabilities held for sale. The financial and other information as at December 31, 2023
contained in these risk factors do not include results and operations of Bank of the West, which was
sold on February 1, 2023.

In billions of euros

RWAs

June 30, 2024
December 31, December 31,
20231
2022
Credit risk
560
535
580
Counterparty credit risk
48
45
42
Securitization risk in the banking book
16
17
16
Operational risk
58
59
62
Market risk
30
29
26
Amounts below the thresholds for deduction (subject to 250% risk

weight)
20
19
20
TOTAL
733
704
745
More generaly, the risks to which the BNPParibas Group is exposed may arise from a number of
factors related, among others, to changes in its macroeconomic or regulatory environment or factors
related to the implementation of its strategy and its business.
The material risks specific to the BNPParibas Group's business, determined based on the
circumstances known to the management as of the date of the Prospectus, are thus presented below
under seven principal categories, in accordance with Article16 of Regulation (EU) No.2017/1129,
known as "Prospectus 3" of June 14, 2017, the provisions of which relating to risk factors came into
force on 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 BNPParibas 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 Excluding BancWest activity.
2


Document Outline