Obligation BNP Paribas SA 2.588% ( US09659T2B67 ) en USD

BNP Paribas SA

100 % ▲

France

US09659T2B67 ( en USD )

2.588% par an ( paiement semestriel )

11/08/2035

Prospectus brochure de l'obligation BNP Paribas US09659T2B67 en USD 2.588%, échéance 11/08/2035

200 000 USD

1 500 000 000 USD

09659T2B6

BBB+ ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

12/08/2025 ( Dans 81 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 émise par BNP Paribas SA ( France ) , en USD, avec le code ISIN US09659T2B67, paye un coupon de 2.588% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 11/08/2035

L'Obligation émise par BNP Paribas SA ( France ) , en USD, avec le code ISIN US09659T2B67, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par BNP Paribas SA ( France ) , en USD, avec le code ISIN US09659T2B67, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

PRICING SUPPLEMENT (to the base prospectus dated May 22, 2019 as supplemented by the prospectus supplement dated May 15, 2020 and the supplement No. 1
dated August 4, 2020)

U.S.$1,500,000,000 Fixed Rate Resettable Tier 2 Subordinated Notes Due 2035

August 5, 2020

This Pricing Supplement should be read together with the base prospectus dated May 22, 2019 as supplemented by the prospectus supplement dated May 15, 2020 and
the supplement No. 1 dated August 4, 2020 (together, the " Prospectus") and the documents incorporated by reference therein. Terms used in this Pricing Supplement
are described or defined in the Prospectus. The Subordinated Notes will have terms described in the Prospectus, as supplemented by this Pricing Supplement. If the
terms described in this Pricing Supplement are different or inconsistent with those described in the Prospectus, the terms described in this Pricing Supplement will
supersede. Before you decide to invest we urge you to read this Pricing Supplement together with the Prospectus.

Issuer: BNP Paribas
Ref erence Rate: CMT Rate.
Expected Rating of the Subordinated Notes: Baa2/BBB+/A-/A*
Reset Determination Date: The day falling two (2) U.S Government
Principal Amount: $1,500,000,000.
Securities Business Days prior to the Reset Date.
Issue Price: 100%.
U.S. Government Securities Business Day: Any day except for a Saturday,
Pricing Date: August 5, 2020.
Sunday or a day on which the U.S. Securities Industry and Financial Markets
Issue Date: August 12, 2020.
Association (or any successor thereto) recommends that the fixed income
Maturity Date: August 12, 2035.
departments of its members be closed for the entire day for purposes of
Final Redemption Amount: 100% of the principal amount of the
trading in U.S. government securities.
Subordinated Notes plus accrued interest thereon to the date of redemption .
Relevant Time: 11 a.m. New York City Time
Early Redemption Amount: Final Redemption Amount.
Benchmark Note: US Treasury 0.625% due May 15, 2030.
Issuer Call: The Issuer may, on the Optional Redemption Date, redeem all
Benchmark Yield: 0.538% (Price: 100-26+).
or some of the Subordinated Notes then outstanding at their Early
Issue Spread to Pricing Benchmark: 2.050%.
Redemption Amount (subject to the conditions set forth in Condition 5(m)
Issue Yield: 2.588%.
(Conditions to redemption of Subordinated Notes prior to Maturity Date)
Issue Price: 100%.
including but not limited to the prior written consent of the Relevant
Interest Payment Date(s): February 12 and August 12 of each year,
Regulator).
commencing on February 12, 2021, and ending on the Maturity Date.
Optional Redemption Date: August 12, 2030.
Calculation of Interest Period: The Interest Amount, if any, will be
Optional Redemption for Taxation Reasons or upon a Capital Event:
payable semi-annually in arrears on each Interest Payment Date. The first
The Issuer may at any time redeem the Subordinated Notes in whole at their
Interest Period will begin on, and include, the Issue Date and end on, but
Early Redemption Amount upon the occurrence of a Capital Event, Tax
exclude, the first Interest Payment Date. Subsequent Interest Periods will
Deduction Event, Withholding Tax Event or Gross-up Event (subject to
begin on, and include, the most recent Interest Payment Date and end on, but
Condition 5(m) (Conditions to redemption of Subordinated Notes prior to
exclude, the next succeeding Interest Payment Date.
Maturity Date) of the Prospectus).
Statutory Write-Down or Conversion: By its acquisition of the
Status: Subordinated (falling within the category of obligations described in
Subordinated Notes, each Noteholder (which includes any current or future
Article L.228-97 of the French Commerce Code). See " Additional
holder of a beneficial interest in the Subordinated Notes) acknowledges,
Information" below.
accepts, consents and agrees to be bound by the effect of the exercise of the
Waiver of Set-Off: No Noteholder may at any time exercise or claim (and
Bail-In Power or Loss Absorption Power by a Relevant Resolution
shall be deemed to have waived) any Waived Set-Off Rights against any
Authority. The Issuer is licensed as a credit institution in France and as such
right, claim, or liability the Issuer has or may have or acquire against such
subject to the resolution regime introduced by the EU Bank Recovery and
Noteholder, directly or indirectly, howsoever arising.
Resolution Directive 2014/59/EU of May, 15, 2014 (as amended from time
No Events of Def ault: The terms of the Notes do not include events of
to time or such other directive as may come in effect in place thereof,
default. However Noteholders may, upon written notice to the Fi scal and
including the EU Directive 2019/879/EU of May 20, 2019). This regulation,
Paying Agent, cause the Notes to become due and payable, together with
among others, gives resolution authorities, in case the Issuer is failing or
accrued interest thereon, as of the date on which said notice is received by
likely to fail, the power to amend the key terms of the Subordinated Notes
the Fiscal and Paying Agent, in the event that an order is made or an
(including but not limited to the maturity date or the payment of interest), to
effective decision is passed for the liquidation (liquidation amiable ou
write-down the claims of unsecured creditors of a failing credit institution
liquidation judiciaire) of the Issuer.
and to convert certain unsecured debt claims (including Subordinated Notes)
Type of Notes: Resettable Fixed Rate Notes.
to equity. In case of resolution of the Issuer, the claims under Subordinated
Type of Security: Tier 2 Subordinated Notes.
Notes could be reduced (including to zero) or converted to equity.
Interest Rate: For the period from (and including) the interest
Business Day Convention: Following.
commencement date to (but excluding) the Reset Date, the Initial Rate of
Day Count Fraction: 30/360 (unadjusted).
Interest; thereafter for the period from (and including) the Reset Date to (but
Business Day: New York and TARGET 2. TARGET2 refers to the Trans-
excluding) the Maturity Date, the Reset Rate of Interest.
European Automated Real-Time Gross Settlement Express Transfer System
Initial Rate of Interest: 2.588%.
Lead Manager: BNP Paribas Securities Corp.
Reset Date: August 12, 2030.
Senior Co-Lead Managers: BBVA Securities Inc., Commerzbank AG,
Reset Rate of Interest: The sum of the relevant Reference Rate and the
Intesa Sanpaolo S.p.A. and Standard Chartered Bank.
Margin.
Co-Lead Managers: BMO Capital Markets Corp., CIBC World Markets
Margin: 2.050%.
Corp., Desjardins Securities Inc., National Bank of Canada Financial Inc.
Relevant Screen Page: Page H15T5Y on the Bloomberg L.P. service or any
and Scotia Capital (USA) Inc.
successor service or such other page as may replace that page on that service
Calculation Agent: BNP Paribas Securities Corp.
for the purpose of displaying "Treasury constant maturities" as reported in
Denominations: $200,000 and integral multiples of U.S. $1,000 in excess
the H.15(519). H.15(519) means the weekly statistical release designated as
thereof.
H.15(519), or any successor publication, published by the Board of
CUSIP: 144A: 09659T2B6; Reg S: 09660V2B8.
Governors of the Federal Reserve System of the Unit ed States at
ISIN: 144A: US09659T2B67; Reg S: US09660V2B87.
http://www.federalreserve.gov/releases/H15 or any successor site or
Series: 5173.
publication.
* " Baa2" by Moody's Investors Service Ltd, " BBB+" by Standard and Poor' s Ratings Group, " A-" by Fitch Ratings and " A" by DBRS.

S-1

A rating (1) is subject to downward revision, suspension or withdrawal at any time by the ass igning rating organization, (2) does not take into account market risk or
the performance-related risks of the investment, and (3) is not a recommendation to buy, sell or hold securities.
Certain Senior Co-Lead Managers and Co-Lead Managers may not be U.S. registered broker-dealers and therefore may not make sales of any Notes in the United
States or to U.S. persons except in compliance with applicable U.S. laws and regulations. To the extent that any such Senior Co-Lead Manager and Co-Lead Manager
intends to effect sales of the Subordinated Notes in the United States, it will do so only through one or more U.S. registered broker-dealers or otherwise as permitted
by applicable U.S. law.
________________________________________________

The Issuer has not been registered under the Investment Company Act of 1940, as amended, and the Subordinated Notes have not been, and will
not be, registered under the Securities Act of 1933, as amended (the "Securities Act"), or the state securities laws of any state of the United States or the
securities laws of any other jurisdiction and are being offered only to qualified institutional buyers ("QIBs"), within the meaning of Rule 144A , pursuant to
the registration exemption under Rule 144A and outside the United States to non-"U.S. persons" in "offshore transactions" (as such terms are defined in
Rule 902 under the Securities Act) pursuant to Regulation S under the Securities Act.

Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of the
Subordinated Notes or determined that this Pricing Supplement is truthf ul or complete. Any representation to the contrary is a criminal offense. Under no
circumstances shall this Pricing Supplement constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these Notes, in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification under the securities laws of any such jurisdiction.

The Subordinated Notes constitute unconditional liabilities of the Issuer. The Subordinated Notes are not insured or guaranteed by the Federal
Deposit Insurance Corporation or any other governmental agency or instrumentality.

It is expected that delivery of the Subordinated Notes will be delivered against payment theref or on or about August 12, 2020, which will be the
fifth business day following the date of pricing of the Subordinated Notes (such settlement cycle being ref erred to herein as "T+5"). Under Rule 15c6-1
under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days unless the
parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Subordinated Notes more than two business days prior
to their date of delivery will be required, by virtue of the fact that the Subordinated Notes initially will settle in T+5, to specify an alternate settlement cycle
at the time of any such trade to prevent a failed settlement and should consult their own advisor.

The Subordinated 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 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 (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 Regulation (EU) 2017/1129 (the "Prospectus Regulation"). Consequently no key information document required by
Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation"), for offering or selling the Subordinated Notes or otherwise making them available to
retail investors in the EEA, has been or will be prepared and theref ore offering or selling the Notes or otherwise making them available to any retail investor
in the European Economic Area may be unlawful under the PRIIPs Regulation.
MIFID II 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 Subordinated Notes has led to the conclusion that: (i) the target market for the
Subordinated Notes is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the
Subordinated Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the
Subordinated Notes (a "distributor") should take into consideration the manufacturer's target market assessment; however, a distributor subject to MiFID
II is responsible for undertaking its own target market assessment in respect of the Subordinated Notes (by either adopting or ref ining the manufacturer's
target market assessment) and determining appropriate distribution channels.
__________________________
BNP PARIBAS

ADDITIONAL INFORMATION

You should read this Pricing Supplement together with the Prospectus.

This Pricing Supplement, together with the Prospectus, contains the terms of the Subordinated Notes and
supersedes all prior or contemporaneous oral statements as well as any other written materials including preliminary
or indicative pricing terms, correspondence, trade ideas, structures for implementation, sample structures, brochures
or other educational materials of ours. You should carefully consider, among other things, the matters set forth in
"Risk Factors" in the Prospectus.

An investment in the Subordinated Notes entails significant risks relating to the Subordinated Notes not
associated with similar investments in a conventional debt security, including those described below. You should
read the following information about these risks, together with the other information in this Pricing Supplement,
before investing in the Subordinated Notes. We urge you to consult your investment, legal, tax, accounting and other
advisors before you invest in the Subordinated Notes.

Status of the Subordinated Notes

S-2

Ranking of Subordinated Notes as long as Existing Subordinated Notes (as defined in the Prospectus) are
outstanding. For so long as any Existing Subordinated Note is outstanding, the Subordinated Notes will be
Ordinarily Subordinated Obligations and will constitute direct, unconditional, unsecured and subordinated
obligations of the Issuer and will rank pari passu among themselves and pari passu with all other present and future
direct, unconditional, unsecured and ordinary subordinated indebtedness of the Issuer. Subject to applicable law, in
the event of the voluntary liquidation of the Issuer, bankruptcy proceedings, or any other similar proceedings
affecting the Issuer, the rights to payment of the holders of the Subordinated Notes will b e subordinated to the full
payment of the unsubordinated creditors (including depositors) of the Issuer but, subject to such payment in full,
such holders of Subordinated Notes will be paid in priority to prêts participatifs granted to the Issuer, titres
participatifs issued by the Issuer and any Undated Deeply Subordinated Notes (obligations dites "super
subordonnées" i.e. engagements subordonnés de dernier rang) issued by the Issuer. The Subordinated Notes of the
Issuer are issued pursuant to the provisions of Article L.228-97 of the French Commerce Code (Code de commerce).

Ranking of Subordinated Notes once no Existing Subordinated Notes are outstanding . Upon redemption or
repurchase and cancellation of all of the Existing Subordinated Notes, the Subordinated Notes will be Ordinarily
Subordinated Obligations and will constitute direct, unconditional, unsecured and subordinated obligations of the
Issuer and will rank pari passu among themselves and pari passu with: (a) any obligations or instruments of the
Issuer which constitute Tier 2 Capital; and (b) any other obligations or instruments of the Issuer that rank or are
expressed to rank equally with the Subordinated Notes. Subject to applicable law, in the event of the voluntary
liquidation of the Issuer, bankruptcy proceedings, or any other similar proceedings affecting the Issuer, the rights to
payment of a holder of the Subordinated Notes will be (a) subordinated to the full payment of (i) the unsubordinated
creditors of the Issuer and (ii) the Eligible Creditors of the Issuer; and (b) will be paid in priority to any prêts
participatifs granted to the Issuer, titres participatifs issued by the Issuer and any deeply subordinated obligations of
the Issuer (obligations dites "super subordonnées" i.e. engagements subordonnés de dernier rang). The
Subordinated Notes of the Issuer are issued pursuant to the provisions of Article L.228-97 of the French Commerce
Code.
S-3